Ultimate Weapon
by sandman7734
Summary: A meteor has crashed in Central Park. A meteor with a very special cargo... When the cargo is found by a 15-year-old punk, all hell breaks loose. This is Ben 10 Ultimatized. ON HIATUS.
1. Discovery

**DISCLAIMER: I am making quite a few changes to the story. There are a few reasons. His full name will be Benjamin James Tennyson. Also, he will be fifteen (you'll find out why later on in the story). There will also be twelve aliens, no Gwen or Max (or will there?), the character will be a street punk, and will have a strange past. I'll try to stay true to the original Ben 10, but there will be differences. I'm also going to use both original and Alien Force aliens. If you have any complaints, send them to me. Finally, I might make a few time and date errors, but just ignore them. BTW, this takes place in late 2006.**

* * *

September 8, 2006. It was a cold, dark day with gloomy weather. At 9:30 at night, no one would notice the teenager sitting in the dark alley between a gas station and an apartment building. This boy was Benjamin James Tennyson, though most of his buddies called him Ben. By 'buddies', I mean the other guys and kids who either ran away or have no home. Ben was fifteen, born on August 12, 1991. He couldn't remember his life, parents, nothing. He had a scar on his forehead, which he figured gave him amnesia, explaining his blank memory of his past. That will be delved into later. For now, let's talk about this boy and the impact he will have in the superhero community.

Now, Ben liked walking in Central Park, even in cold weather. He normally wore a black shirt, jeans, white sneakers, and a green light jacket with a black patch with the number ten on the left side. He had green eyes and brown hair that was about medium-long, about to his midneck in a spiky manner ((think Kevin from the first series)). Anyway, Ben was walking in Central Park, thinking about the most recent NYC events, including Spider-Man and the Ultimates fighting Rhino and Electro on the pier in lower Manhattan. Ben was a fan of the superheroes, alright. His favorites were Captain America and Reed Richards, the former for going from wimp to supersoldier, and the latter for his intellect. As he was walking, Ben reached into his pocket to feel his three most valuable items, a switchblade with his initials on it, a black Zippo lighter with an image of the Guns N' Roses 'Appetite For Destruction' cross with the band members' skulls on it, and an iPod he (admittedly) stole from a shop. He wasn't a thief, he was a bored teenager. After that, he looked up at the night sky, which he liked to do. He saw a shooting star, and said "Lucky me." Then the star did something impossible: It completely changed direction.

The rock headed straight for Ben. He managed to jump out of the way before the meteorite crashed into the place where he was just standing. Ben was gasping and trying not to have a heart attack. After catching his breath, he looked at the meteor. He almost walked away when he remembered how much meteor chunks are worth, especially one this size (about as big as a medicine ball). Ben hopped into the crater and walked toward the rock. When he got close, another surprise popped up: the meteor retracted its top half into the rest of its body, turning into a half sphere. Ben then noticed that the sphere was metal. Then he saw a weird green glow come from the half-sphere. He walked closer and saw what appeared to be a thick black watch.

The face was an hourglass shape, green on the hourglass, grey on the two shapes that made it a circle. The band was about 3 to 5 inches long and had what appeared to be a small green button on one side. When Ben impulsively reached for it, the watch seemed to jump up, split apart next to the face, and attach itself to his wrist. The reaction was instantaneous: Ben flipped out. He hopped around, tugging at the watch to take it off. He bit it, he pulled, he hit it against rocks. He even tried to use his switchblade to cut it off. After ten minutes, Ben gave up and sat under a tree playing with the extraterrestrial device. He checked the face and saw no time. _It's an alien device, of course it doesn't tell time, _he scolded himself. He then remembered the button on the side, which was facing him. He pushed it to see what would happen.

The face of the watch popped up about an inch after Ben pushed the button. He looked at the face. He saw that the two angles that made the narrow points of the hourglass converge with each other to turn the hourglass into a green diamond. In the middle of the diamond appeared a silhouette. The silhouette appeared to be that of a tall guy with large feet, thin hips, and a spiky hairdo. Ben put his finger on the face, and then pushed it back down. There was a bright green flash, and Ben transformed. There was a strange tingling sensation, followed by his skin turning into a green plant-like substance. Then he felt his bones and muscles disappear. Finally, his head started to become pointy and tall. The face of the watch appeared on his chest, with the hourglass colored white and the other two shapes were colored black. In a matter of about two seconds, Ben had gone from street punk to powered hero. He had become... "**SWAMPFIRE**!"

* * *

Nick Fury was examining the monitor. He had heard about the meteor that had been heading into the atmosphere. He was unconcerned. That is, he _was_ unconcerned. Until his science team showed him that the meteor had completely changed direction and crashed into Central Park. Fury had automatically assumed the worst :alien hostile. He turned to the officer behind him. "Get the Ultimates ready and send a squad out there. We might have a little green problem."


	2. Hunted

**Okay, I had to make the first chapter pretty short. I know some are upset about mixing the original and AF aliens, but the story will explain and answer all your questions. Now, back at Central Park…  
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Ben was confused. He had hit the watch face, saw a bright green flash, and then had yelled out "**SWAMPFIRE**!" He looked down, and saw green arms and hands. The hands had only four fingers. There was a black ring in the palms as round as a golf ball. Immediately, Ben flipped out. "OH MY GOD!!!" he screamed as ran around pulling at the skin, hoping it was just a layer of moss or leaves. No such luck. It was his arm. Unfortunately he didn't realize this until he pulled his left arm off. With a yell of pain, he dropped the arm and jumped back. The thought of the arm brought Ben back to his senses. He stared at it and said "Oh man." Then he realized it wasn't pain that made him scream, it was fear. Truthfully, the arm hadn't hurt coming off. Ben walked over and picked up his arm. He wondered if he could put it back or take it to a hospital. Wait, no need. A small vine-like thing had emerged from his shoulder and hooked itself into the severed part of the green limb. Then it picked it out of the grip of its right brother and attached itself to Ben's awaiting shoulder. "That was cool," he said, gripping his arm and testing it. Then Ben decided to get a good image of himself. He wandered around and found a pond. He looked into the water and gasped. He saw a strange, bush-like head that was red with yellow streaks near the back. He laughed a little as he thought his head looked like one of those guys of Dragonball Z. Vegeta, his name was. Ben stood up and thought for a second. "Okay, I'm a big green plant guy. An alien, apparently. Now how do I become human again?" he muttered to himself. He didn't get to think too long.

Out of nowhere a spotlight hit his body, showing him to the world. Then he heard engines and helicopter blades. A jeep jumped over a hill nearby and landed 30 feet away from Ben with a roar. Then more showed up. In total, 8 trucks showed up and surrounded him. Above Ben were three helicopters. Two had spotlights on him, the third was landing and people hopped out. Ben felt his heart sink as he saw who got out. First was a young woman in a one-piece outfit that resembled an insect. Second came a guy in a type of army suit with a bow in his hands and arrows strapped to his back. The third had a blue outfit on with bits of red and white and a shield strapped to his left arm. Wasp, Hawkeye and Captain America. This was very, very bad. At first no one spoke. Some soldiers were kind of jumpy. Why shouldn't they be? The Chitauri had attacked nearly a year ago. Another alien certainly wasn't a good sign. Finally, the Captain spoke (the superhero trio were standing in the "perimeter" 10 feet away from Ben). "Hello there. I am Captain America. You are in Central Park in the city of New York. Why have you come here?" he said calmly. Ben almost burst out laughing. They thought he was an alien invader!

"Calm down, zippy. I know where I am. And I come in peace," Ben said. Cap's eyebrows lifted, and he asked "You speak our language then?" Ben frowned and twisted his neck, a sharp cracking sound coming from it. "Of course I speak English. I also know Spanish and some Korean," he said. Cap then asked "Okay, now why are you here?" Ben answered with "It's hard to explain," and then shrugged. Bad move. As he shrugged, fireballs erupted from both of his hands and hit one of the helicopters, bringing it down. Cap shouted "He's hostile, take him down!"

Ben panicked and did the only thing you could do when being attacked by government agents and superheroes: Run like hell. He ran in the opposite direction and jumped over the oncoming jeeps and gunfire. The bullets passed through his body as if he were made of air. Ben then thought of something: Jumping. Not like jump rope jumping, but jumping great distances like the Hulk. He prepared his leg muscles. Then he leaped. Ben was soaring over the military forces and almost made it to the nearest building. Almost. He didn't notice the form flying at him at 150 miles per hour. Ben felt like a train crashed into him as he was struck and grabbed by Iron Man. "Hi there. Welcome to Earth. This is how we say hello," he said as he slung Ben down a street.

Ben crashed into the street and created a large crater. He got up no problem. It hadn't really hurt. Iron Man landed and lifted up his right arm. Ben did the same with his arm and aimed his palm at Iron Man. "Looks like we got ourselves a Mexican standoff, tin-man," said Ben, lighting his hand on fire and waiting. Iron Man dropped his fist. "Let's do this the old fashion way," said the robotic suit as he lifted his fists up. Ben extinguished the fire and did the same. Iron Man jabbed at Ben. The punch went through his stomach and got stuck there. Iron Man tried to pull his arm out, but no such luck. Ben lifted his leg up and kicked Iron Man dead in the face.

Iron Man flew back as his helmet crumpled like tin foil. His arm had been ejected from Ben's stomach. He didn't get back up. Ben promptly turned and jumped off. He kept jumping building after building, hiding in the shadows whenever a helicopter flew by. He didn't stop until he reached Times Square. He stood on top of the building, panting. Then he remembered the symbol on his chest. Maybe… Ben hit the watch face on his chest and in a slightly less bright green flash, Swampfire was gone and Ben Tennyson stood in his place. "Whoa," he said.  
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At that same moment, Nick Fury was living up to his name. He was yelling at the four heroes who failed to get the alien. "Unbelievable! You beat the Chitauri, an army of aliens, and you can't even bring me one lone alien alive?!" he yelled. Iron Man, who we shall refer to as Tony Stark, spoke up. "This thing was more powerful than the Chitauri. Look what he did to my helmet." With that, Tony picked up the aforementioned helmet and showed Fury the damage. The thing was crushed in the front, like what would happen to a pumpkin if Michael Jordan kicked it. Fury sighed. "Leave. I need to see if the boys can track that thing, and I'm calling Pietro and Wanda. Let's see if they can do better," he said as he waved his hand. The team left. _I need an Aspirin, _thought Fury as he rubbed his temples.


	3. Jock vs Punk

**Okay, so Ben just ran from the Ultimates. He needs to find a place to stay while trying to figure out this watch thing. He decides to head to the Place...  
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Ben had made it to the Place after an hour of running. It was maybe 2:00 in the morning. The Place was an abandoned warehouse that used to be an Oscorp building. Some street gangs or homeless guys would stay there to relax or plan or even get away from the rain. When Ben arrived, he expected one of the above. He didn't expect a guy in familiar red and blue tights. Ben felt dizzy as he saw Spider-Man hanging from the ceiling. The arachnid locked eyes with him. _What is he doing here? _wondered Ben.

* * *

_Three hours earlier..._

"Hi, Aunt May? Listen, I'm gonna be late tonight... Yeah, I know it's a school night, but tomorrow's Friday... Okay, I understand... I love you too, bye." Peter Parker sighed as he hung up. It was 11 o' clock and he was still patrolling. He knew the chances of getting a bust were slim, but he just wanted some fresh air. He had recently fought against the Kingpin and his crazy chick with the sai. Elektra, her name was. Then there was the apparent death of Felicia Hardy, who had secretly been an anti-Kingpin burglar that did everything she could to make the Kingpin suffer as much as she had when he had her father killed. Now that that was all over, Peter just wanted some fresh air. After half an hour, he heard a bank's alarms go off. When he went to check, he wasn't surprised at who he saw. "Hey there Herman. Nice night huh?" mocked Spidey as he landed in front of Herman Schultz, aka Shocker. Spidey sighed on the inside: Herman was funny at first, but now he's just annoying. This is the fourth time Spidey's fought him since his career began. Herman muttered "Oh $#%!, it's you..." Spidey answered with "Yeah, it's me. Now then, let's do this the old-fashioned way."

Five minutes later, Herman Schultz is tied to a traffic light, his gauntlets are destroyed, and Spidey is swinging away. _Maybe I can get some sleep now _he thought. Peter spoke too soon. He saw an explosion come from Central Park and sighed, thinking _Gee, I didn't see _that _coming. _He arrived in ten minutes and saw the Ultimates and S.H.I.E.L.D. squads surrounding what appeared to be a crashed helicopter which was on fire. A firetruck was trying to put it out before the fire went for the trees. Spidey landed between Captain America and Wasp. They jumped in surprise when he landed, but relaxed when they saw who it was. "Hey Spidey. Guess you saw the smoke, huh?" asked Wasp. Spidey shrugged and said "I'm trying to earn my badge for putting out a fire... I'm too late aren't I?" Wasp smiled and said "Yeah. It's one hell of a mess." Cap spoke then. "It was a mission gone wrong. The guys in the chopper are alright, but we lost the subject."

"What's the subject?" asked the bug. "Classified," was all Cap said. "Come on Steve, Spidey deserves an explanation," intervened Wasp. Cap sighed and waved his hand in a "fine-but-it's-on-your-head" gesture. "We tracked a meteor that had crashed in Central Park. The weird thing is, it was flying east but completely changed direction before crashing here. We thought it was an alien. We were right," explained Wasp. She gestured towards the helicopter rubble. "He attacked you guys?" Spidey questioned, wondering if this meant another alien invasion. "He shot the chopper with two fireballs and jumped off like the Hulk. Iron Man went after him but we haven't heard back," finished Wasp. Spidey was about to say something when a large bulky machine crashed near the downed helicopter. When the smoke cleared, the team stared at Iron Man, his helmet bashed in as if it were hit by a train in that little area. "TONY!" shouted Wasp. The superhuman trio ran over to him and pulled his helmet off. He was okay save for a little scratch on the cheek.

"I'm okay. The suit's junked though," said Tony bitterly. He really liked that suit. Cap turned to Wasp and Spidey. "We're going to find this dirtbag no matter what. Wasp, take Hawkeye and head north. Spidey, I know you probably need to get home, but I'm asking for your help in this." Spidey paused, and decided, "I'm in."  
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_Now..._

Spidey had taken the south of New York. After a few hours, he headed to the Place. Two reasons: One, it might be a good hiding spot for the invader. Two, he needed a break. Swinging was exhausting after a while! He swung in and hung from the ceiling. Then his spider-sense went off. He turned and saw a kid his own age in jeans and a green jacket standing in the doorway. After an awkward silence, Spidey said "Uh, hi... You haven't seen any strange looking aliens around have you?" The kid shook his head. Spidey noticed a fearful look in his eyes, as if he were hiding something... Spidey almost jumped as his phone rang. "I gotta take this," he said to the kid as he answered the phone. "Aunt May? Yeah I know it's late... I know, I'm really trying, but it's a nightmare out here... Okay, I'll try my best... Okay, bye." Spidey dropped from the ceiling in front of the kid. They were about the same size. "So I'm gonna go home now. You're not gonna do anything stupid are you?" he asked cautiously. This kid looked like trouble. "You mean like running around in red and blue tights and fighting giant rhinos?" the kid asked. "Touche," responded Spidey as he swung away. Both Peter Parker and Ben Tennyson were thinking the same thing right then: _What a weird kid._

* * *

_The next day, 2:00, Queens..._

Ben Tennyson walked by the Midtown High School. He sometimes came here to see what it was like to lead a normal life. He envied that. He rubbed his neck to ease some of the soreness. The Place was nice to hang out at, but very uncomfortable when trying to get some sleep. The bells rang and the student body began exiting. Ben saw a redhead girl and a brown-haired guy walk out side-by-side, whispering about something. Ben had to admit, that redhead girl was beautiful, but he knew she was taken. He could tell by the way they acted. He respected that. Then some blonde guy walked over and smacked the redhead's man on the back of the head. Immediately a crowd gathered as the two locked eyes. Ben couldn't resist walking over and hearing the little battle. "What's your problem Flash?" asked the redhead girl.

The guy called Flash responded with "Come on, how about a little sparring match to warm me up for basketball practice?" The brunette guy stepped forward, but was held back by a taller blonde girl. "Come on Peter, he's not worth it," said the blonde. "Come on, I need to beat up somebody. Any volunteers?" he asked, looking at the audience. No one answered. Ben sighed and stepped up. "Sure, I'll kick your ass for you. You wanna pay me or is this just a freebee?" Ben asked while taking off his jacket. Flash looked confused. "Do you even go to this school?" he asked. "No, but I can't resist an ass-beating, especially when I'm the one doing it," Ben said with a smirk. Flash took the bait. He held up his fists.

Ben handed his jacket to Peter. "Here, hold this," he said without making eye contact. Peter was surprised to see the kid from last night fighting Flash for him. _Does he know who I am, or is this some freaky coincidence? _he wondered while holding the green jacket. Ben said "I'll let you throw the first punch." Flash smiled and said "You're either really brave or really stupid, kid." Ben countered with "No, I was always taught that ladies go first." Some snickers came from the crowd. Flash swung for Ben's cheek. Ben ducked and at the same time twisted around behind Flash and kicked him and spine. Flash cried out in pain. Swearing, he got up and swung for Ben's stomach. Ben grabbed his fist and grinned. "If you're going to try immature attacks, so will I," said Ben. He held his fist up and said "Rock!" Then he pulled Flash's fist back, therefore pulling his face into Ben's fist. Then Ben opened his palm. "Paper!" he said as he chopped Flash in the neck, causing him to gag. He then said "Scissors!" before pushing two fingers into Flash's eyes, causing temporary blindness. Then Ben let go of Flash's fist and twisted his body to perform a martial art move known as the 360 roundhouse kick, which meant jumping in the air, twisting around 360 degrees (hence the name), and throwing your foot sideways to kick the opponent in the face. Ben connected with Flash's left cheek and sent him crashing into the ground.

Then a big muscular-fat kid stepped up and said "Hey man! You just took down my buddy, so I'll return the favor!" before swinging his fist at Ben's nose. Ben ducked and drove his foot into the bald guy's crotch. "OH!" he cried as he grabbed his nether regions and fell to his knees. "Anyone else?" asked Ben in a playful tone. No one answered. Then a noise broke the silence. An all-too-familiar noise. Ben turned and saw three police cars swerve onto the grass in front of the school. Ben, knowing he just assaulted a student, actually _two _students, grabbed his jacket from Peter, jumped into a tree, and used that to get to the school's roof. The cops got out of their cars and stood with the students, all eyes on Ben. With his jacket in his right hand, he spread his arms out and shouted "THANK YOU LADIES AND GENTLEMEN, YOU'VE BEEN A WONDERFUL AUDIENCE!" Then he turned around, put his jacket on, and ran like hell. He jumped off the roof onto some bleachers behind it, then ran across the football field before hopping the fence and hiding in an alley.

Ben activated the watch and muttered "Give me someone who can fly..." He then saw something that looked like it had wings. He smacked the face down. The green flash appeared, and Ben felt his hands change to have three fingers, his skin turned red, he grew yellow wings under his armpits, grew a tail, and felt his head morph. The light died, and Ben shouted "**JETRAY**!" before opening up his arms and flying off.

* * *

Peter Parker, Gwen Stacy, and Mary Jane Watson were walking home half-an-hour after Flash was beaten up and sent to the hospital by that kid with the green jacket. "Man, that kid could fight!" exclaimed Gwen. "Yeah, he might be my new best friend. I'll be sure to tell him that if I ever see him again," said Peter, who couldn't stop smiling after seeing Flash get the crap kicked out of him. Kong was better off, but his voice was slightly higher pitched. Mary Jane said "Yeah, but did you see that watch he was wearing? I gotta get me one of those..."

* * *

Nick Fury was sitting in his office with Wanda and Pietro Maximoff, also known as the Scarlet Witch and Quicksilver. "This had better be important Fury, we were having fun in France when you called," Pietro complained. "Well Pietro, do you consider an alien attack less important than the Mona Lisa?" growled Fury. The twins sat in silence as Fury filled them in on the green plant thing. When he finished, as if on cue, his assistant burst in, panting heavily as he had ran through half the complex to give news to Fury. "Sir, we have something!" he managed to gasp out. "What is it?" asked Fury. "A tourist photographed this near the Queensboro bridge," said the assistant as he put a 12x12 picture on Fury's desk. Fury looked closer. It was a red thing that looked a little like a stingray. He was unimpressed until he saw the symbol on the creature's chest.

Fury reached into his desk and pulled out a sketch of Swampfire. The Ultimates that had been at the scene described Swampfire and a sketch artist drew the picture. Fury looked at the symbols on the chests. It was a spot-on match. Fury jumped up and snapped "Where is it now?" The assistant replied with "Near the Baxter Building, sir." Fury said "Call the Fantastic Four and see if they're willing to help out. Pietro, Wanda, get over there quickly. I don't want any mistakes this time. Move it!" he yelled as the assistant ran out and Wanda teleported herself and Pietro away. Fury turned and looked out his window. "We got you now you bastard," Fury muttered.

* * *

In the Baxter Building, Reed Richards was preparing to do an experiment with Susan Storm and Ben Grimm. Before the experiment could commence, Reed's cell phone started to ring. Irritated, Reed looked at the caller ID. It read "S.H.I.E.L.D." Reed answered it. "Hello?"


	4. Diamond vs Stone

**Sorry it took me a while but my parents have been on my ass about geometry, so I made this chapter longer and more epic. But God I hate math... Anyway, here's another chapter in the chronicles of Benjamin Tennyson...**

* * *

As he was flying through the air, the only thought in Ben's mind was, _I LOVE FLYING! _After turning into Jetray (the current form he was flying in), he had headed straight for the Queensboro Bridge to test out his capabilities. When he reached the middle of the bridge, he went nuts. He did barrel rolls, inversions, corkscrews, etc. It was amazing. Ben was surprised he didn't have to flap his wings, but he would look that up later. Ben was also surprised by the speed this form had. He was probably going 200 mph easy. He saw people on the bridge taking pictures of him with camera phones, but he didn't care. Then a new thought popped into his head. He dived toward the water and felt the coolness of it as he splashed into it. At around 20 feet down he started swimming. This form could "fly" underwater too! "This is awesome," Ben said to himself underwater, which is when he realized _he could talk and breathe underwater_. Damn, this form was sweet! Ben flew out of the water and landed under the bridge, hanging upside-down like a bat and panting (which he could do because his feet had become two claw-like things that could grasp the poles under the bridge). He was liking the watch more and more. He closed his eyes in content. He might stay there for a while, maybe take a nap. Unfortunately, that's when more trouble showed up. Ben heard a sizzling sound nearby and opened an eye. Floating there, upside-down (from Ben's perspective), was a guy who seemed to be on fire. The Human Torch of the Fantastic Four. Crap.

"Hi there," the Torch said as he shot a ball of flame at Ben. Ben released the bridge's underside and plunged toward the water, pulling up at the last second. This combination allowed him to fly less than a foot off the surface of the water. He listened carefully as the Torch chased him, shooting fireballs at him which kept missing. When the fireballs hit the water, they dispersed and released a large amount of steam, which Ben left behind in a blur. Ben decided to pick up speed and bank to the right, heading toward the city. This might have worked if it weren't for the fact he was flying close to the Baxter Building. Ben, with the Torch close behind, tried to fly by, but didn't expect to crash. Have you ever seen a bird crash into a wall and just stick there with its wings and legs out? It was like that, but with nothing in the area he crashed in. _He had crashed into thin air_. He managed to move his eyes and spot a woman maybe 20 with blonde hair and a blue jumpsuit with a '4' on it. The Invisible Woman. Apparently Ben had ran into one of her force fields.

As soon as they locked eyes, the woman released the force field which let Ben fall to the ground. He tried to get back up, but then a rubbery substance wrapped around him, which turned out to be Mr. Fantastic himself. He kept his upper body at a safe distance where Ben couldn't possibly harm him. He had a notebook and pencil in his hands, which he began writing on in a quick manner. This really pissed off Ben. "Hey, Stretch Armstrong, how about you fight fair?!" he shouted at the superpowered genius. Mr. Fantastic looked up and said "Fascinating... Not only have you learned our language, but you've also learned of our culture. What else do you know?" His pencil ceased moving, staring intently at Ben. Before Ben could answer with a foul-mouthed insult, the Human Torch and Invisible Woman walked up.

"Why are we talking to it. Let's just fry him and be done with it!" said the Torch, still burning like a campfire. "Hey matchstick, shut up! The intellectuals are talking here!" Ben yelled at him before turning back to the professor who currently had him wrapped up. Needless to say, the Torch and Invisible Woman were surprised. Ben had an idea right then. "What are your names?" he asked. It was a sad fact. In all of this time, he had never learned the Fantastic Four's real names.

[Note: I don't read Ultimate Fantastic Four, so I don't know if they've revealed themselves to the public or if everyone knows their real names or not, so don't be a bitch about it.]

"I am Doctor Reed Richards. These are my teammates Susan and Johnny Storm," said Mr. Fantastic as he motioned toward his two friends. The other two didn't seem as talkative as the geek holding Ben hostage. Ben looked at Richards and tried to speak, but he didn't know he would shoot green blasts from his eyes. They hit Richards in the face, making him release Ben and grab his face in pain. Ben managed to say "Oh geez!" before a large fireball blew him through a window in a nearby building. Ben was covered in rubble while Susan was checking Reed's face. Johnny was ablaze and watching the building he just blew that alien into. Then he felt the ground rumble as Ben Grimm ran up. "Hey guys, what's going on?" he asked. He had gone to check for the alien on the bridge when Johnny chased him, which is why he just got here.

"The alien blasted Reed in the face with some kind of eye beams. He's in there under a pile of rubble after I gave him a fireball," explained Johnny. Ben, also known as the Thing, cracked his knuckles and growled "Guess I'd better make up for lost time then." He walked toward the pile of rubble and saw a green flash from between the cracks. As he grabbed onto a large chunk of rubble, he saw another green flash. Then the rock exploded as a large green form jumped out of it. The explosion of the rock knocked Grimm ((called this because of the two Bens in the story)) back a few steps. The green alien guy yelled out "**DIAMONDHEAD**!" and leaped out of the rubble. Grimm saw that the guy was made of a type of crystal, like he himself was made of stone. The alien had a head with a tip at the back, with two spikes sticking out of his back and his arms bare from his one piece black and white outfit. The hourglass symbol from the last guy was on this guy's chest but on the left pec instead of mid-chest.

Both Bens raised their fists and prepared to fight. Grimm charged first, yelling and raising his fist up. The green guy (Diamondhead of course) grabbed his fist with his left hand and hit Grimm in the face with a right hook that sent him flying. Grimm got up quickly and charged. Ben (Tennyson) jumped out of the way and delivered a left roundhouse kick to the gut. Grimm managed to twist around and hit Tennyson in the face with a back fist. Ben landed, used his hand as leverage, and delivered an upper kick that connected with Grimm's chin. Meanwhile, the other three members watched. "Shouldn't we help him?" asked Susan. Reed, wiping his eyes, said "No, let him sort this out. Besides, I want to examine this extraterrestrial. It _changed _from a flying creature into one made of organic diamond. This could be very bad. And where's the twins?" Then a red flash appeared next to the three.

Standing there were Pietro and Wanda Maximoff. Fashionably late of course. "Where were you?!" asked Johnny. "Sorry, we got caught up. The spell caused some kind of time delay," explained Quicksilver. He turned and saw the two Bens battling it out. "We miss anything?" he asked sarcastically. Wanda said "We have no time for this. Nick is getting very impatient." She then raised her hands and was about to start her incantation when Ben Grimm was thrown into her. Both were knocked into the Baxter Building lobby. Needless to say, Pietro was pissed. With a battle cry, he charged at Diamondhead and started encircling him to create a cyclone. Ben Tennyson was starting to lose oxygen. He fell to one knee; one hand on the ground, the other clutching his throat. _Come on, do something cool and lifesaving! _he screamed in his mind. He then felt a strange tug in his stomach. Then something cool and lifesaving happened.

A large emerald diamond the size of a motorcycle erupted from the earth. Quicksilver didn't see it until he slammed face-first into it. He was down for the count. The cyclone ceased, and Diamondhead could breathe again. He stood up and faced the three FF members left. The torch threw a fireball at Ben's head. He took it full-blast... And didn't feel a thing. He then lifted his right arm up and felt up shift so that his hand was replaced with sharp emeralds the size of railroad spikes. He aimed his arm at the FF, and hesitated. He wasn't the bad guy here. What was he doing? He lowered his arm slightly... only to be hit by another fireball. "Johnny!" shouted Susan. She had caught on, however. This thing fought only in self-defense. She had to act quickly before Johnny was speared. She thrust her arms to the sides, one at each fighter, and blocked them off from each other. "STOP!" she yelled. Both diamond and fire ceased. "Okay, now that I have your attention, let's talk like civilized people, er, sorry, _beings_," she said, the force field fluxuating. Johnny turned off his flames. Diamondhead lowered his arm.

"Now then. You, rock guy, what's your name?" she asked Ben (Tennyson, remember, Thing is knocked out). Ben said "Call me Diamondhead." She nodded and said "Okay, now that we are communicating, let's try to sort this out." Before this little conversation could commence, Reed (who had been watching the creature intently, his mind geeking out) shouted "Look!" The four looked and saw a giant fireball coming toward them. Ben's first thought was, _I _HATE _meteors! _The meteor seemed to be heading toward the street that had just been torn up. Some people had already abandoned their rooms close to the ground, and the street was devoid of life. Ben, thinking quickly, turned and said "I'll get speedy, you get into the Baxter Building." The trio nodded and headed for said building. Ben ran over and slung Quicksilver over his shoulder, then, in the most proper term for this moment, ran like hell toward the Baxter Building. He barely made it before the meteor crashed.

It actually didn't do too much damage. Still loud though. **BOOM! **The ground shook as the space rock hit. None of the heroes could stay standing. The meteor left a large pit as it scraped along the ground. Ben could hear car alarms going off in the distance. Finally, the shaking decreased, and the sound of asphalt being crunched up ceased. After a few moments, nobody said anything. Then the Thing and Wanda woke up. "What happened?" asked Wanda while rubbing her temples. The Thing saw Diamondhead and said "You got three seconds before I turn you into jewelry." Sue put her hand on his shoulder and whispered into his ear. Well, where his ear _should _be. He looked at her and said "Please tell me you're joking." Sue shook her head. He sighed and said to Diamondhead "Okay, you got lucky. But this isn't over." Diamondhead grinned and said "Funny, I thought it was over when I knocked you out without breaking a sweat, boulder-butt."

Before Grimm could respond, there was a loud BOOM, though not as loud as when the meteor crashed. The heroes ran outside (minus the twins; one was out cold, the other disoriented). Five jaws dropped as the meteor stood up. It appeared to be losing its surface, looking less like a rock and more like... a machine. The meteor had grown three legs, kind of insectoid in shape. The body was long, blood red and kinda thin. Then the meteor grew two arms. The arms looked like big gauntlets with four fingers; it seemed to be connected to the body by a skinny pole-thing. Finally, a head emerged from the top, which had big eyes that resembled those of a bee or other insect. There was no mouth. Now there was a giant, three legged bug robot in New York, and it had its eyes on Diamondhead.

Ben Tennyson/Diamondhead spoke first: "Dammit, I knew something like this was gonna happen!"

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**Once again, I'm sorry about the wait. Now that I'm up to the Diamondhead vs Giant robot fight, as seen in the original episode, I feel like I should tell you this: There will be many Ben 10 scenes and battles from the series, but none will be the exact same as in the series. I've been making plans, and here's a little hint: Remember that Guns N' Roses lighter from the first chapter? Keep that in mind.**


	5. Five Freaks and a Robot

**Okay, here's the awaited and (admittedly) overdue fifth chapter of my Ben 10 story. In my defense, it was spring break, and I had to think out the next few chapters of this story. For slight spoilers, read the bottom. There will be a few reveals and intros in this story, so pay attention. Plus, Ben has already met the Fantastic Four and the Ultimates (sort of). What happens when he meets the X-Men? Read the story instead of building the tension you idiot!  
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BTW, if I call Ben by his alien names, it's because he is in the same place as the Thing, whose name is Ben Grimm, and two Bens might get confusing. Oh yeah, and I am REALLY REALLY sorry for the wait, but high school is really starting to kick my ass now. I can't wait till FCAT; it's easy and there's no homework!****  
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Benjamin Tennyson was having a really bad day. First he had to kick the crap out of some jock (okay, THAT'S not a bad thing), then he was attacked by the Fantastic Four, and now a giant robot fell from the sky. He could guess what was gonna happen next. The robot lifted its hand and pointed its palm at Diamondhead. There was some kind of red circle in the middle of its palm. Ben shouted "Look out!" and leaped to the side as the robot shot a ruby laser blast from its hand. Susan Storm created a force field around her teammates as the blast commenced. Sue was pretty surprised when she saw the laser following the diamond alien. The alien dived into an alley and the laser stopped at the brick wall. The robot ceased firing and lumbered forward towards the alley. The robot was about two steps away when a giant emerald fist shot out of the ground and sent it flying into a building. The giant fist then exploded, senting crystal shards all over the place, hitting buildings, cars, the street, and yes, the robot.

Standing in the stump where the fist used to be was Diamondhead with a grin on his face. The robot had about fifty railroad spike-sized diamonds in his body. Ben looked at the Fantastic Four and said "Not bad, huh?" Before they could respond, the robot sat up and, in one swift motion, jumped toward Diamondhead and kicked him two blocks down the street. As the robot was about to jump towards him, it was hit by a large fireball and knocked into another building. Before it could recover, Ben Grimm jumped up and punched it right between the eyes. It only caused a dent. "What the hell?!" he said as the robot grabbed him and flung him onto Johnny Storm, both flying toward the river, which meant they would drown. Before that could happen though, a force field appeared and, like a slide, delivered them onto the sidewalk.

The robot focused its gaze on Susan Storm. She looked _pissed. _The robot took a step forward when Sue became invisible. It looked around for her, but there were no hints of her location. Sue Storm was actually going to wake up the alien to help destroy the mechanical menace. The robot had forgotten one person though: Reed Richards. The robot felt its arms and legs getting pulled together as if it were being put into a big-ass straight jacket. With its three legs bound together, the bot tumbled to the ground. It twisted its head around and saw Reed's head stretched out (okay, technically his neck stretched out, but anyway...) and giving him a look that said 'Who's the boss?!'. Unfortunately the smile was wiped off his face when out of nowhere the robot produced a buzzsaw the size of a monster truck tire (DAMN!) and proceded to 'introduce' Reed Richards to it.

Reed yelled in pain as the buzzsaw came in contact with his lower back, and he unstretched almost instantaneously and fell to the robot's feet. The robot turned back to Diamondhead, who lay crashed in a gold Toyota Tundra. He felt a nudge on his arm and opened his eyes. He turned and saw Susan Storm materialize right in front of him. They locked eyes and she said "Come on, this thing's after you right? Kill it already!" Before Diamondhead could answer, the robot fired another red blast. Diamondhead pushed Sue out of the way, lifted his arms, and felt the beam hit him with astonishing force.

Diamondhead was really starting to get annoyed. The beam didn't hurt, but it put a lot of pressure on him. Then an idea just popped in his head. While still holding off the beam, he turned to Sue, who had picked herself off the ground and looked like she was going to do a forcefield. Before she could, Diamondhead asked "Lights and beams reflect off of diamond surfaces, right?" She gave it a moment's thought, and said "Yeah, but it'd have to be at the right angle at the right time." Diamondhead nodded and turned his arms to the right, causing the blast to hit the building next to him. Then he grabbed the ruined Tundra behind him and flung it at the robot's head. It connected with the mech's left eye, destroying it and appearing to have cut a few wires, as sparks started flying out of the shattered crimson eye.

Diamondhead then did something completely ridiculous and immature: he started insulting the robot. "HEY! Giant metal piece of $#%&! Come and get me, dirtbag!" he screamed, making a very rude gesture at the robot. The thing is, it worked. The robot lifted its left arm and fired a blast at Diamondhead's chest. He lifted his arms as he felt that pressure again, and then he started moving his arms. The laser reflected to the right of Diamondhead, so he aimed to the left. "What comes around goes around, bitch," he muttered, then he let out a roar as he quickly reflected the laser back at the robot, hitting it in the chest and causing it to explode. Bits and pieces flew everywhere, including the head which crashed three feet in front of Diamondhead. He walked forward, picked up the useless head, and lifted it into the air yelling "YEAH!" Then he flung it into the earth like you would see in a football touchdown.

Susan Storm was watching him. This didn't add up. This alien can speak English, insult people like a human would, and could shapeshift. Either this alien has been studying Earth for a long time... Or he wasn't an alien. Sue didn't say anything though. This alien had just saved her life and the lives of her "family". He didn't seem all that bad. Then Diamondhead seemed to remember that there were two members of the Ultimates still lying unconscious in the Baxter Building and started to run down the street. Sue didn't make a move to stop him. He turned the corner and disappeared. She smiled as she went to wake up Wanda and Pietro. They had fought and lost to an extraterrestrial made of diamond, so now comes the hard part: Telling Nick Fury about it.  
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_Southern Manhattan, 6:30 PM_

Ben Tennyson smiled as he walked down the street with a Big Mac in one hand and a can of Pepsi in the other. He had now taken out the Fantastic Four and the Ultimates! He was really starting to enjoy this watch! As he walked, eating his Big Mac, he decided to head for Tyson's junk shop. Tyson, a friend of Ben's, had a chop shop near the Place which everyone called the junk shop. It was a cool place to hang out except for one thing: There were idiots that stayed nearby who always bitched about mutants and said they wished they could wipe out the X-Men. They called themselves the "Friends of Humanity". Pretty stupid, huh? Anyway, Ben decided to check out Tyson's new tools. Now, the important thing to remember was that Tyson owned an _illegal _chop shop, so he kept a very large supply of guns and ammo if it ever came to the cops or rival gangs. Interestingly enough, Tyson hasn't been attacked in months, which was when he first met Ben. A lot of people in the underworld knew about Ben, and he was feared. One time, during a robbery of a mall, Ben walked up to the guys with the guns. He knew them, and they knew him. They had taken one look at him, and ran like hell out the back door. They weren't caught, but no one was hurt and nothing was stolen. Anyway, Ben finished his Big Mac and Pepsi and tossed them in a trash bin before finally arriving at the chop shop.

Ben banged his fist on the steel door as the sun was setting in the background. A slot in the door opened up, revealing two large brown eyes. The eyes popped open and the slot closed. The sound of locks being undone was heard, and the door burst open, revealing a nineteen-year-old kid with wild black hair, large muscles, and a grin on his face. "Benji! It's been a while, man! How ya been?" he asked, grabbing Ben by the shoulders and pulling him into the chop shop. Ben smiled as Tyson released him and closed the door. "Well, it's been a hell of a day," said Ben, glancing at the device attached to his left wrist. "Well, take a seat and we'll see who's day has been more hellish. I had my gang take three cars today, two were right next to the Baxter Building! Man that place was trashed," said Tyson, pulling a Coke out of the fridge next to the door.

They were standing in Tyson's "office", which was a small room with the door outside on one side, a mirror and door on the wall opposite to the chop shop, where Tyson's crew was stripping down a Corvette. In the office was a desk with a chair and two armchairs facing it. This is where Tyson talked and dealed in this wild business. Ben smiled a little as he said "Really? What happened?" Tyson shrugged and said "Some kind of fight apparently, but people kept saying it had to do with an alien robot. Man, anything in New York, right?" Ben turned away, struggling to keep the grin off his face. S.H.I.E.L.D. had probably taken the robot's remaining parts to the Triskelion already, yet many people knew what happened. Ben suspected that four certain individuals had told people what happened when S.H.I.E.L.D. wasn't paying attention to them.

Tyson's face then turned grave as he turned on the TV in the top corner of the office. On the TV stood a reporter with the words "MUTANT KIDNAPPINGS" blazing across the bottom of the screen. Tyson was looking at Ben closely. Everyone that knew about Ben knew he was very defensive when it came to mutants. He had helped many mutants get to safety from the public, and some said he was a friend of Wolverine, an X-Man! Not to mention he had run around with a very infamous gang of mutants.

The reporter was saying that a recent string of mutant kidnappings was occuring in Southern Manhattan. Ben looked at Tyson. "The Friends of Humanity," he said. It wasn't a question. Tyson nodded and said "They're on the move. They've been getting some heavy firepower recently, and if they're kidnapping mutants, then they're probably able to shield themselves from that Xavier guy." Ben turned around, opened the door, and stepped outside. While holding the door, he looked back at Tyson and asked "Which one do they have?" Tyson said "The girl with the white stripe in her hair." Ben nodded and let the door close. Ben took a few steps and stopped to turn. As he looked at the sunset, Ben Tennyson muttered "Here we go again."

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**Okay, I'm betting some of you wanted to see the X-Men in this chapter. Yeah, sorry about that, but don't worry! The next chapter not only has the X-Men, it has a couple of Ben 10's fan favorites (aliens, that is).**


	6. Cages and DiGiorno

**That's right! I decided to write this chapter immediately after that last one to keep the readers, well, reading. Now, as promised, we have the X-Men in this chapter, and the ending might surprise you. And there will be some classic transformations in this story, so sit down, shut up, and read.**

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In southern Manhattan, no one walked by the piers unless they wanted trouble. That's why no one ever sees the warehouse that has "F.O.H." painted on the side. The Friends of Humanity. The worst mutant-haters that ever were. They hated mutants with a passion, which a lot of other gangs found extremely annoying. Not very many of them were mutant fans, but they didn't act out due to fearing two people: Wolverine, who would kill them without a second thought, and Ben Tennyson, who had many friends in New York, and was a serious supporter of mutant rights. Right now, the F.O.H. wasn't worried about either of them. They were too thrilled about the fact that they had captured an X-Man. The X-Man, identified as Rogue, the girl who could kill people through contact, was being kept in a cage with three other mutants. The cage was electrical, and was surrounded by defense systems that would make it hard for even Wolverine to reach them. The members of the F.O.H. in the warehouse (thirty-three, to be exact) were eating dinner (pizza) while leering and insulting the mutants in the cage. Too bad they were being watched. What was worse was the fact that they were being watched by one of the people they should be fearing.

Ben Tennyson was in the rafters of the Friends of Humanity warehouse (it was a pain in the ass having to climb up there), and watched the humans with contempt. In his hand he held his six-inch switchblade, trying desperately not to throw it at someone's eyeball. He was doing some recon, trying to figure out how many people were there, how many mutants were at risk, and if they had the firepower Tyson said they had. Then one of the F.O.H. bastards walked up to the cage with a slice of pizza in his hand. Ben almost growled in anger. It was Graydon Creed, leader/creator of the F.O.H. and the biggest jerk there. Actually, calling Creed a jerk is insulting the other jerks in the world. Before Ben could come up with the proper term, Graydon reached the cage. The cage was about six feet high and fifteen across either way. Kind of small, but then again, the F.O.H. didn't care about conditions for mutants. Creed held his pizza slice up to the cage and shook it a little, saying "Would you like a slice of pizza, you freaks? Sorry, pizza is a human food. We ran out of dog food last week." The other members started laughing. Rogue made a rude gesture at him; the other three looked too tired to move. Then Ben realized why: The F.O.H. were starving them to death. That was a very slow and painful death. Ben couldn't take anymore.

"Okay," he muttered to himself. "First I gotta free the mutants, then I'm gonna give a SERIOUS beat down." Ben looked at the watch and activated it. He looked for someone who looked like they could sneak around. Finally he saw one that looked like a ghost. He hit the dial and felt the transformation begin. First was the ever-present green flash. Ben knew something was wrong as soon as the transformation began. First, he felt his arms grow quite large, like Popeye's. Then he felt his shoes disappear and his clothes become a one-piece outfit. Then came his head, which lost its nose and also grew pretty big, where his eyes almost took up the top part. Then came the worst part: the shrinking. Ben felt himself get smaller and everything else get bigger. The light died down and Ben yelled out "**GREY MATTER**!" The F.O.H. hadn't noticed the green flash; all their attention was on Creed. When Ben saw his body and his size, his only reaction was "SON OF A BITCH!" He was also really annoyed at his high-pitched voice. How was he going to save the mutants now? Mail himself to them?! Then he felt a different sensation in his mind, a tingling. Then he realized what it was. It was his brain. He had become super-small (five inches to be exact), but he had also become super-smart! "Okay, this might be a good thing," he muttered. He looked back down at the cage, and formed a plan almost instantaneously, a wicked grin spreading across his face.  
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Graydon Creed was enjoying this. He had captured four mutants, one of them an X-Man, and now he was torturing them as they died slowly of starvation and dehydration. He had captured the X-Man girl only a couple of hours ago, the other three had been here for about thirty-six hours. They were losing strength, while the girl with the white stripe in her hair was still defiant. No matter. She would break soon enough. The best part of this was probably the fact that they couldn't be found by the X-Men, the worst freaks of all. Graydon decided to torture his prisoners some more. "You freaks just have really bad luck, don't you? First you're born, then you're captured by us after being shunned by society, and no one is coming to help you. Not even that ignorant fool Ben Tennyson. I wish he were here to see this. I hate him almost as much as I hate your kind." As Creed said this, he rubbed the left side of his throat. Ben Tennyson had kicked him there while trying to save a mutant from Creed's clutches. Creed had never gotten him back for that. Creed then started to eat his pizza slice while walking back to the tables his brothers-in-arms were sitting at.

He chatted with his friends for a couple of minutes before one of them said "What was that?" Creed turned to look. He almost missed it, but he saw it. A green flash had just died behind one of the crates containing their weapons. Creed motioned for his men to follow him. All of them were equipped with either an AK-666 (made by special mutant-hating forces in Genosha) or a Desert Eagle. Creed walked to the crate with thirty-two men behind him. When he reached the crate, he backed aginst it, prepared for the worst. He turned and saw: nothing. He looked at his men and shrugged. Then he noticed that the cage was empty and ten of his men in the back were unconscious. Before he could say anything, a crate flew out of nowhere and smashed into his men, knocking about half of the remaining soldiers out. Creed turned and saw something large and yellow run into him, and his last thoughts before falling unconscious were _What the hell just happened?  
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_Five minutes ago..._

Rogue was getting pissed. If this cage wasn't here she would probably murder that guy. As he walked away she looked at her fellow prisoners. Two were girls, one was a guy. One of the girls was some kind of werewolf girl who called herself Wolfsbane, the other had pink hair and wings that looked a lot like the Wasp who called herself Pixie, and the guy was kind of goth-looking with long black hair and dark clothes. He called himself Hellion. He claimed to be telekinetic, but the F.O.H. cage somehow blocked his powers. In fact, it blocked all their powers. Rogue had to get out and call the X-Men. She just didn't know how. Then she felt a tugging at her sleeve (she was wearing jeans, a green T-shirt, a light grey jacket, and her usual gloves). She looked down and almost fainted from shock. Standing there was what looked like a five inch tall alien with greyish blue skin and large yellow eyes. He motioned for her to bend down. She glanced at her captors, who didn't notice a thing. She then looked back and leaned forward so her face and the small alien were about two inches away from each other.

"Who are you?" she whispered. The alien said "Don't worry about that, just listen." The alien then explained how it had just shut down the cage and that a good push should open the door. It also said that they should not leave until it caused a distraction. "What kind of distraction ya got in mind?" she asked. It said "Let me put it this way: When you see these dirtbags getting beaten by a very dangerous looking creature, you'd better run." Then the alien turned and jumped out of the cage before hiding behind a crate. She saw a green flash, then another green flash and heard a deep voice say something. She then heard one of the men behind her say "What was that?" She worked quickly, waking up the three other prisoners and saying "Follow my lead." The four mutants watched as the men walked by and surrounded the crate. As everyone was watching the crate, the ten soldiers in the back were hit from the right by a large yellow sphere. No one noticed. "That's our cue," said Rogue as she kicked open the door. The F.O.H. still didn't notice. They were still watching the crate as Graydon Creed snuck around it.

The mutants ran outside just in time, as they soon heard gunfire, yelling, and what sounded like a bunch of crates being broken. Rogue was listening and thinking _What the hell just happened?  
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_Five minutes ago..._

Ben Tennyson was climbing on the wall, checking for an area to hide and calculating what would happened if this went as planned. He then crawled onto the ground and grabbed a nearby battery and some electric cords lying around. The F.O.H. were really bad at cleaning up. Ben then tied the cords around the battery and dragged it towards the cage. He then threw the cord at the cage, where the electricity started to transfer to the battery. "They made it hack-proof but they didn't think of the old battery transfer trick. Idiots," said the alien part of his brain. Ben had figured out this cage when he spotted it with this form. He then waited for the battery to drain the cage, where he climbed in and tugged on Rogue's sleeve. When she noticed him, she leaned forward and listened to his plan. He had to admit, she was a beauty. But there was no time for flirting. After explaining his plan, he ran out of the cage and hid behind a crate.

Ben reached behind his back and turned back into his old self. Then he activated the watch again and turned to a form that looked bulky and tough. He slapped down the dial. He felt his arms expand even larger than Grey Matter's, then he felt his body gaining weight. He grew to about six-and-a-half feet tall. Then he falt his face melt into his body and armor grow along the back of his body. When he was done transforming and the green light died down, he shouted "**CANNONBOLT**!" Luckily he managed to keep his voice down. Then he heard one of the dirt bags say something, and he knew they were coming after him. Thinking quickly, he moved behind some crates and kept moving to the right of the F.O.H. He had difficulty, as this form was hard to balance, with Ben almost falling on his back frequently. He decided he should try a sneak attack. He then did something really strange: He turned into a ball. No exaggeration, a real sphere. That was this alien's power. He could also tell where everyone was in this ball form. He could see them, but he couldn't see them. Weird, huh? Anyway, Ben mowed down ten of the guys in the back and continued rolling toward a bunch of crates. Ben unrolled and picked up a crate as if it were a pillow. He then aimed just right as he threw the box into the air and watched it knock out about a dozen soldiers. Then he rolled up again and took em down.

Ben hit Creed first, sending him flying towards a window which he crashed through. Then Ben unrolled and swung his fist back, knocking three guys into the air. There were seven guys left. Three were running away, four were standing their ground and opening fire. The three guys Ben had knocked into the air landed on some crates. Ben rolled up again and knocked out the guys shooting at him, all of them yelling as they were sent flying. Then Ben turned and hit the last three guys with one sweep. As Ben unrolled and looked at the destruction he had caused, he said "I love bowling." Then he rolled outside where the four mutants were still waiting. Ben checked if they were okay. They were very hungry, but otherwise okay. "Can you guys keep a secret. I mean a really big, really dangerous secret?" he asked. They all nodded and swore they wouldn't reveal the secret. Ben hit the symbol on his head and transformed back to human form. All four gasped in surprise. He shrugged and asked "Who's hungry?" Ben expected all hands to go up. He was right. He sighed, as he knew there was only one place he could go where these mutants wouldn't be shunned and could eat (the pizza was flattened by Ben. Oops), and he knew someone was gonna be surprised.  
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"ARE YOU INSANE?!" shouted Tyson as Ben walked into the chop shop with the four exhausted mutants. Ben wiped the spit off his face and said "Probably, but shut up and get these guys some food." Tyson shut up immediately. Ben had a serious tone in his voice. When Ben got serious, that meant do what he says before he snaps your arms. Tyson opened his freezer and pulled out a couple of pizza boxes. At first Ben was gonna get annoyed because Tyson was gonna give them frozen pizza, but then he read the boxes and saw that it wasn't frozen pizza. It was DiGiorno. Tyson heated three boxes up in his microwave. As soon as the bell rang, the mutants pulled out the pizza and began devouring it. Tyson and Ben had a couple of slices, but the mutants had about six pieces each. As soon as they were done, Ben asked "Can you give us a minute Tyson?" Tyson shrugged and walked into the chop shop. The four mutants looked at Ben, and Rogue asked the question that was on their minds: "How did you do that transforming thing?" Ben answered with "You wouldn't believe me if I told you." Rogue shot back with "You're sitting at a table with a werewolf, a telekinetic, and a girl with wings. Trust me, we'll believe you." Ben gave a small smile and told them everything. He even told them about the Ultimates and Fantastic Four fights. All four stared at him, stunned.

"You took down the Fantastic Four?" asked Hellion weakly. Ben nodded. The four stared at him with a mixture of wonder and awe. Then, suddenly, the door flew open and fog filled the room. Then a voice yelled "TAKE EM DOWN!" The four mutants were pulled through the door and someone jumped Ben and punched him in the face. The fist was ice-cold. "That's for messing with my girl!" shouted the guy that had punched him. Ben was too angry not to correct him. Instead, he kicked into the fog and heard a grunt of pain. Then he tackled the guy and both fell through the door. Ben saw the that he had tackled Iceman and was about to punch him in the face when some strong hands grabbed him and threw him against the wall. Ben looked into the eyes of the guy that had him pinned against the wall. The guy said "Ben, that you, man?" Ben, caught off guard, said "Logan?"

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**Okay, I know it's a cliffhanger, but that was pretty cool right? Plus, keep your eyes open. I'm gonna start messing with all of you and giving Ben multiple romantic interests. Guess who the first one is? If you want to tell me who should be Ben's girl (it will NOT be Mary Jane, so don't ask), just say so by writing a review.**


	7. Mutants and Sentinels

**I'm on a role here! I have to keep going! Okay, so Ben and Logan apparently know each other, and Ben saved Rogue's life. How do the X-Men and our protagonist get along? Is it another fight where he kicks more ass? Probably not, but there is a fight at the end, and another new alien is revealed! And, another cliffhanger ending. An even bigger one actually!****  
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Ben Tennyson was being held against the wall by Wolverine, who looked genuinely surprised. "Tennyson, what are you doing here?" he asked, releasing Ben's jacket. "Well, it's a long story, but the short version is: I just kicked the crap out of _thirty-three _punks to save your teammate from a slow death," Ben said brushing some dirt off of his jacket. Looking around, it was apparent that most of the X-Men were there. There was Cyclops and Storm tending to the three other mutants, Iceman was picking himself up and coughing, Wolverine was standing in front of him, while Shadowcat and Nightcrawler were checking on Rogue. Marvel Girl and Beast weren't there. There was also that Angel kid that had recently popped up, but he wasn't there either. "Okay Tennyson, while I know you're capable of that, we found the warehouse," said Wolverine, still watching Ben carefully.

"Good for you," Ben said in a slightly joking tone. Wolverine didn't smile. "Those guys had some heavy firepower. You couldn't have taken em out alone. How'd you do it?" he asked. Ben didn't answer. Instead he turned and walked back inside to check Tyson and his crew. Right now they looked scared enough to crap themselves. Some of them probably did. Tyson walked up and said "I told you those mutants shouldn't have come here. Look at my office!" The office was kinda trashed. The TV was destroyed as if it were hit by some kind of laser, the desk was broken in half, the window to the shop was shattered, and different objects were scattered across the room.

"Yeah, the X-Men screwed up, but at least now those mutants are safe. You gotta feel good about that, right?" asked Ben. Tyson walked off grumbling to himself. Ben shook his head and went outside. "It's pretty late, people. You should be heading home," Ben said with his hands in his jacket pockets. Everyone there looked at him, and Wolverine walked up. "Tennyson, since you saved Rogue, we won't ask questions. But tell me, why did you do it?" he asked. Ben gave a small smile and said "You know me Logan. Why do you think?" Then Ben turned and walked back into the office. Logan looked at Rogue and twitched his head in the direction of the office. She nodded and walked inside.

"What did he mean by that, Logan?" asked Storm. Logan said "The kid's on our side. Big mutant supporter. Friend of mine." Everyone stood in shock. None of them had ever really heard Logan call someone a friend of his. Who the hell was this kid? "I still don't like him," said Iceman. Unfortunately, he said that as Rogue walked back outside. "Shut up Bobby," she said as she climbed into the jet, a small smirk on her face. Inside the chop shop, Ben was smiling as he started picking up trash in the office. "See you soon, Marian," he said, the smile never leaving his face.  
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_One hour later, the Pier_

Ben looked at his watch and activated it. He turned to Jetray and prepared to fly. Rogue had told him about seeing their mansion in Westchester. She had said that their Professor might want to meet him. Unfortunately, as he was about to fly, the symbol on his chest started flashing red. BLEEP BLOP BLOP BLOP BLOOOOOOOOOOOOOOOWP *FLASH*. Suddenly Ben was standing there, normal. "What the hell?" he muttered, looking at the watch. It wasn't glowing green, it was glowing red. "Perfect, just freaking perfect," he muttered as he tried to reactivate it. It didn't work. "This thing needs to recharge," he said to himself as he walked away. He felt like going for a walk at night. He liked doing that.  
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_Next Friday, 2:00_

Ben had finally flown North. He was going to do it the morning after the failed transformation, but he had gotten a call from Logan saying that they had to do something and to come by next week. Ben flew to Washington D.C. first to talk to a friend of his about something. After he transformed back between two buildings, he saw that people were heading for the Capitol Building. He decided what the hell and walked over. People were holding signs that said stuff like "NO MUTIES!" and "MUTANTS, REPENT!" Ben shook his head. People were like this back during the racism that Martin Luthor King Jr. fixed. Apparently mankind doesn't learn from its mistakes. The President was talking about education and some chick named Emma Frost who was going to help mutants by opening a special non-violent school for them. Anyway, Ben walked through the crowd when he came across a solemn looking group in the middle. He smiled as he saw a guy with a strange visor over his eyes and a girl with a white streak in her hair. Ben walked up behind them without anyone noticing, even Wolverine.

Ben moved until he was behind Rogue, then he said "Can't you sue them for that?" The X-Men's heads snapped around and Ben noticed that their Professor was with them. Almost all of their mouths dropped. "You!" said Bobby, although none of the other bystanders noticed because they had their attention on the President. The only ones whose faces bore no shock was Angel, Marvel Girl, and the Professor. "What are you doing here?" asked Rogue, a hint of happiness in her voice. "I was going to find out where the Friends of Humanity got those weapons when I saw Dubyah telling the world about this stolen idea," he said, gesturing to the President and the mutants up on stage.

The mutants included the Emma Frost woman, a blonde who wasn't too hard on the eyes, a tall guy with a bored-looking face, a girl with crazy spiky hair and numerous piercings in her nose and ears, another girl who was a pretty cute Asian, and another guy who looked familiar... "Hey, isn't that guy with you? Hank McCoy?" he asked. Everyone seemed to get a little nervous and glanced at Storm. She looked dangerous. "He was," said the Professor quietly. He looked at me and said "So, you're Benjamin Tennyson." It wan no question. "I prefer Ben," Tennyson said, shrugging. The Professor nodded and said "Yes, my students told me about you. I must thank you for saving Rogue, I could not track her because of the technology those people had in their warehouse."

Ben shrugged again and said "Just doing what I can." Before the Professor could respond, someone shouted "What is that?!" Ben and the others turned and saw, floating in the air with its eyes glowing green, a sentinel. "You know what? I hate robots," Ben said. "X-MEN, PROTECT THE PRESIDENT!" shouted the Professor. The X-Men took off. The sentinel struck first, firing a blast at the President. It missed and hit one of the Capitol Building's pillars instead. It collapsed and Ben couldn't tell if everyone got out of the way. "Alright, time to get involved," Ben muttered as he hid behind a nearby news van. He activated the watch and muttered "Let's try someone new." Ben found one that looked kind of tall and dangerous and smacked down the dial.

First the green flash, then he felt his skin hardening. He saw his arms from the elbow down turn into some kind of purple crystal, his body grew taller and kind of like a rock, then he felt purple crystals grow from his chest, shoulders and back before his eyes fused into one. The flash died and Ben shouted "**CHROMASTONE**!" Ben looked at himself and said "Let's do some damage." He jumped on top of the van and watched as Wolverine slid down the Sentinel, using his claws to cause one long scratch from shoulder to ankle on the sentinel.

Ben looked at his body and muttered "Come on, what can you do?" Then, almost as if instinct, his fist shot forward and a multi-colored laser blast shot out and hit the sentinel in the shoulder. The sentinel focused its gaze on him. Ben knew what that meant. He leaped out of the way as the robot shot some kind of green energy blast from its eyes. Ben landed on some rubble from the collapsed pillars and watched as the news van exploded and flew into the air. Before the mech could fire another blast, Cyclops shot a blast at its ankle. Then someone shouted "LOOK!" All heads turned. It was as if time stood still. Then Ben heard a women scream in horror. Ben turned his head, and his body grew cold. Lying not ten feet away, crushed under rubble in a way that made it look like a blanket, was Hank McCoy, aka Beast. He was dead.

Ben saw Storm fly down and gently lift up McCoy's head, checking for life-signs. In the background Wolverine and Cyclops were still fighting the sentinel, but that seemed distant now. "Ororo... He's gone," said Jean Grey, her head down. Storm's eyes filled with tears, and they soon started running down her face. Then Ben felt the weather changing. The sky grew dark and cloudy, and thunder rumbled loudly overhead. Then Storm shot into the air, screaming "**NOOOOO!**" Lightning started shooting the sentinel from every point in the sky. Then a cyclone built up around the sentinel which lifted it into the air. Ben ran up to the X-Men and said "What the hell is she doing?!" All their faces turned around. Kitty screamed. Rogue looked at him for a second before turning back to the sentinel slaughter. "She's gonna drop it!" Rogue shouted. Indeed, the Sentinel was losing altitude fast.

Jean used her telekinesis to move the crowd away, which was no small feat considering this was a rally in D.C. with the President himself speaking. The Professor thought quickly and started to hypnotize Storm to sleep. Well, at least now the sentinel wasn't being _pushed _down, now it was just gravity pulling it. Whoopie. Storm passed out and Iceman caught her in mid-air. Unfortunately, the sentinel saw the mutant group with Ben in their midst. It was about to unleash one of its eye blasts. Thinking quickly, Ben jumped in front of the group. The sentinel fired. As the laser hit Ben's chest, Rogue shouted "NO!" But there was no need to worry. The laser blast seemed to disappear into thin air. This wasn't the case however. Ben's crystal body was glowing a faint green. He was leaning on one knee, and Rogue knew what he was doing. He was absorbing the blast. This alien could pull energy into its body.

Then Ben got up and pulled his hands back. His hands were glowing a bright green now. Taking a step forward, the alien thrust both of his arms out and unleashed one hell of an energy blast. Just like with the alien robot, the blast hit the chest area, blowing a large hole in the middle. The robot started to fall, and Ben noticed that a little girl with a teddy bear was in the landing zone.

Luckily, Colossus grabbed the robot before it could land on the girl, who was lifted by Jean's telekinesis and delivered back to her parents. Ben had destroyed the robot, but he felt depressed. He turned back and walked toward the body of Hank McCoy. He started pulling rubble off the body, and before long, Colossus was helping him. Nobody spoke. Ben could hear the X-Men sobbing, and he felt like joining them. He might not have known Hank McCoy, but he knew what McCoy believed in and the pain he'd gone through (Logan had told him about the Weapon X thing a while back).

When the body was uncovered, Colossus looked at Ben with a hard stare. Then he held out his hand. Ben shook it. "Thank you for your help. I just wish we could have saved all of our members," he said sadly as he started to melt off his metal skin. Ben nodded and said "Me too, big guy." The two walked over to where the X-Men were standing by the sentinel corpse. Ben was carrying McCoy's body. Everyone was looking at him. "Just show them," said Rogue in a voice so low it was almost a whisper. Ben looked at Colossus, who took the body off of Ben's hands. Then Ben hit the dial on his chest and turned back. A few eyebrows raised up, but no one spoke. Then the group heard the helicopters approaching.

"Let's get out of here," Wolverine said. All of them, including Frost and her mutants, started walking away, the sorrow following close behind.  
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When the group arrived at the jet, most of them went in. Only the Professor, Wolverine, Rogue, and Cyclops remained outside. After a moment of uncomfortable simence, Ben asked "So what happens now?" Wolverine decided to answer. "We have to send Hank off. Then, I'm taking out the guys who did this." Ben nodded and said "Count me in. I'll see if I can get some info from the underground." Logan nodded and walked into the ship. Cyclops looked at the Professor and nodded. "Ben, please come with us. You deserve to be there as much as any of us," said the Professor. Ben gave a small smile, but there wasn't an atom of humor in it. "I can't Professor. I don't think I deserve to be there," he said in a quiet voice. "Ben, you did what he tried to do: Protect both man and mutant, and you saved our lives, just like the other X-Men would have," said the Professor. After another moment of silence, Ben asked "When's the funeral?" The Professor quietly said "Tomorrow." Ben nodded and looked at Wolverine. They both agreed: Whoever sent that sentinel was gonna get it. "I'll see you tomorrow," Ben said.

The Professor, Cyclops, and Wolverine went back into the ship. Only Rogue remained outside. Ben didn't know what to say. Before he could think of the right words, Rogue threw her arms around him and sobbed into his shoulder. Ben was surprised. Rogue seemed too tough to cry. "I'm sorry... It's just... When you see one of your friends die, it makes you think about your life and how it could end so suddenly," she managed to say through her sobs. Ben just patted her on the shoulder and said "I know what you mean. It's happened to me plenty of times." Rogue looked into his eyes and asked "How do you cope with it?" Ben gave a small smile and said "Live life to the fullest. Regret nothing." Rogue gave a small chuckle. She unwrapped her arms from Ben and said "I'd better go. The others are probably getting annoyed. By the way, Ah know it's kinda overdue, but this is for saving me..." Then Rogue gave him a kiss on the cheek. Ben felt a weird tingling sensation that died down when she broke contact. She gave one small smile, then walked into the jet.

Ben backed away as the jet hovered, then took off. He had no emotion on his face, and he felt kind of like an ***hole. A great man just died, and Ben had gotten a small kiss from it. "Rest in peace McCoy," Ben said to no one in particular. "You will not be forgotten." As he walked back to civilization (the jet had been in a park), he clenched his left fist tightly, ready to drive it into the skull of the guy responsible for this. In fact, he was so caught up in his anger, he didn't know he was being watched. Hell, he was being watched during the sentinel attack, too. Nearby, hidden from Ben, a large person in a suit of some kind of armor was watching intently. On the helmet was a small green triangle.  
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**Yeah, I'm going back to a classic Ben 10 story. That can only mean one thing: Pretty soon will be the arrival of Vilgax! Also, before Vilgax's arrival, there's gonna be a plot twist that might make some readers laugh their asses off. Alright, going to update soon, so please review and give some suggestions to plot ideas, especially Ultimate Fantastic Four since I don't read it. BTW, next chapter is a bit of a gift to darkoraclegirl, my first reviewer. Great idea, my friend, can't wait to write that plot out! And thanks to my other reviewers as well, Mr Crossover and trigunfan4life.**


	8. Payback's a Bitch

**Okay, it took a while, but chapter 8 is up. Now, what's involved here is an underground anti-mutant crusade, a very angry Wolverine, a few familiar Ben 10 faces, and a funeral that really gets the plot going. Did I mention the intro of a well-known Ben 10 character?  
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Benjamin Tennyson stood outside the warehouse, a large, gruff, pissed man stood beside him. "This the place?" Logan asked. Ben nodded. It was the day after the Sentinel attack. The Capitol Building was still recovering from it, and the President had been put in a safe house. Right now, Ben and Logan were about to 'divulge' information from a guy Ben knew. The duo were in Jersey somewhere, and it was six o' clock in the morning.

"So, we got a plan or are we goin' in guns blazing?" Logan asked. Ben turned to him and said "Two things: One, we don't have guns to blaze. Two, what do you feel like doing?" Logan popped out his claws. Ben smiled and popped up his watch. "I thought so."  
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Don Michaels was known in the underground as one of the most powerful mutant-haters in the northeast. He knew everything about mutant affairs and anti-mutant crusades, and he provided for them. If there was somehing about a mutant attack, chances are he knew about it. Right now he was in the warehouse where he ran W.A.M., which stood for Weapons Against Mutants. He hadn't thought of the name, one of his lackies did, and the name stuck. Anyway, he was smoking a cigarette and inspecting his new Lancer shotguns when an explosion knocked him over.

The warehouse's alarm started sounding. Don grabbed a shotgun and ran into the main storage facility. What he saw was chaos.

His workers were shooting at a large hairy man who appeared to have claws coming out of his hands. Don felt fear tingle up his spine. He knew this was Wolverine, the X-Man himself. He also knew that Wolverine could not be killed. Right now, as bullets rocked his back, Wolverine's scars were healing almost immediately. But Don didn't care. "This outta slow him down," he muttered to himself as he lifted the shotgun. As he was about to take the shot, the gun was pulled out of his hands by an unseen force.

Don looked right, the direction the gun had been yanked to. What he saw filled him with a mixture of fear, awe, and laughter. Stuck onto the wall was what looked like a blue-furred four-armed monkey with four eyes. The shotgun was in its lower right arm. "What the hell are you?!" Don shouted. The monkey thing smiled and said, in a high-pitched happy voice, "I'm **SPIDERMONKEY**! WA-HA-HA-HA!" The monkey thing started doing this weird mixture between laughter and a monkey screech. Don was growing impatient and annoyed.

Don pulled out a pistol and opened fire. The monkey jumped off the wall and, with the shotgun still in his hand, lifted up his tail in mid-air. A white fluid shot out and stuck to one of the beams on the ceiling. The monkey swung from it like a chimp would swing from a vine. Meanwhile, Wolverine was still slashing away his men. Surprisingly, none of them were dead. Some were on the ground bleeding and some passed out from blood loss, but no one was dead yet.

The monkey, hanging upside-down on the ceiling, looked up (or down?) to Wolverine and said "Hey Logan! Need some help?" Wolverine growled an affirmative, as the soldiers had just pulled out rocket launchers and high-power rifles. The monkey chuckled and leaped into the fray. The two were back to back, Wolverine slashing guns in half and the monkey webbing the soldiers to the ceiling. Don was really getting pissed now. He jumped down the stairs and grabbed a rocket launcher.

Wolverine smelled him coming a mile away. "Kid, look out!" he shouted to Spidermonkey. The primate looked to see a rocket launcher aiming at his head. Don smiled as he pulled the trigger. Time seemed to slow down as the rocket flew from the tube. The projectile was at point-blank aim, and there didn't seem time to dodge it. But if Ben Tennyson was talented at anything, it was definitely winging it.

As the rocket was a few feet away when it was shot, Ben made up this idea half-assed. He bent backwards, like in The Matrix, and when the rocket was flying over his body, he lifted his foot (his feet were like a gorilla's: opposable) and grabbed onto the middle of the missile. He then lifted his other foot and latched it on, too. Then, he flipped himself up, and flew around the room, using the missile as his transportation. "WA-HAAAAA!" he shouted, having the time of his life. "Damn," muttered Wolverine, who couldn't believe he was watching an extraterrestrial monkey ride a rocket. He chuckled to himself.

Don, however, was starting to panic. He had no weapons left, and he knew he was in for the worst beating of his life, especially after the sentinel attack. He was half-right. The monkey, still on the rocket, turned it around and flew back to the two onlookers. Actually, the guys stuck to the roof were watching in awe, too. The monkey screamed out "Catch this, $#!%head!" before jumping off. The rocket flew towards Don's head. He yelped in surprise before diving out of the way.

The rocket did its damage though. It hit the wall, which caused a rather large explosion that sent Don flying into a crate, which his body blew through before hitting a concrete section of the wall. Spidermonkey landed next to Wolverine. "Was that necessary?" Logan asked. "Did you really need the claws to take these guys down?" the monkey retorted, the grin never leaving his face. Wolverine shook his head and proceeded to dish out massive pain.  
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Half an hour later, Ben Tennyson and Wolverine were leaving the warehouse, cries of pain echoeing from said building. "Damn Logan. Did you really have to cut his thumbs off?" Ben asked. They had been interrogating Don and his men. Okay, _Logan _was interrogating them while Ben was trying to spook them into revealing something. Wolverine was a lot better at interrogation than, well, anyone Ben knew. He had to stay in his Spidermonkey form the whole time to protect his secret identity.

Wolverine let most of the soldiers go, as he was saving his fury for the head honcho. Instead, he had a little chat with Don. His idea of "talking" in this situation consisted of punching the everliving $#!& out of Don with adamantium knuckles. When Don refused to give up information, Wolverine cut his thumbs off. When Logan threatened to do the same to his "happy place", Don spilled his guts. Not in the way Wolverine would like, but he gave the right information. He said that he arranged the attack was an important figure in the White House, some general or admiral. After that, Wolverine and Ben left, with Ben changing back on the way out.

"No, but I'm a very impatient individual," Logan growled. Ben chuckled and shook his head. Normally he found this cruel, but Don was the same way with mutants. It's karma baby. What comes around goes around.  
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"Logan, this is crazy," Ben protested as the two marched up to the White House. "It's not crazy. I'll distract security, while you sneak in and grab the guy who killed Beast. Simple," Wolverine retorted as they halted out front. Ben sighed as he activated the watch. "Got anyone sneaky in there?" Logan asked. Ben found the ghost one again. He sighed, wondering if it would screw up again. He lifted his hand and smacked down on the face. He felt a tingling in his arm, which spread all along his body. Then he felt something new: a chill running down his spine. Then his feet fused together, creating some kind of tail thing. His body became smooth and slender, like a snake's, and his eyes fusd into one, with his mouth disappearing completely.

"**GHOSTFREAK**!" he shouted. Ben felt weird. Something was weird about this alien. He just didn't know what. He looked at Logan with his single eye and, in a dark and cool voice, said "Let's do this." Logan nodded and hopped over the gate. As the Secret Service yelled for him to freeze, Ben felt his body go into a strange lightless feeling. He saw that his hands and body had become see-through. He reached for the gate, and saw that his hand phased through. Ben gave a cool laugh before continuing.

A couple of Secret Service agents were standing nearby when one saw a ghost phase through the gate. "Hey Alex, was that a ghost?" he asked. Alex turned to look and saw nothing. "Not this again, Larry. You always see ghosts or goblins everywhere. You need help man," he said before turning back around. Larry sighed as he turned back to guard duty. "This is gonna be a bad day," he muttered.  
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Ben Tennyson, in his new ghost form, phased into a room he recognized as the oval office. "Sweet," he muttered before becoming solid again. "Okay, what else can I do?" he muttered. He aimed his hand at a chair and concentrated. Instead of a laser blast (which seemed pretty normal at this point), the chair started floating, or levitating, or whatever. "Telekinesis. Sweet," Ben said in that really creepy voice. If he had telekinesis, how about telepathy?

Ben closed his eye and concentrated. All around he could hear thoughts and emotions. He heard almost everything, from _I think my boyfriend is cheating on me, _to _I hate this job, _to _I've got one hell of a wedgie. _Ben couldn't help but chuckle. Then he heard what he needed to hear. _The President is gone. The plan worked. Those damn mutants will suffer now. _Ben became intangible and followed the voice to a special meeting place in the basement (or whatever) of the White House. Then he noticed he was also invisible, as he could not see his hands. This form was gonna be great for stealth.

He poked his head out of the wall he was currently hiding in. He saw some old guy in an army uniform talking to another old geezer who he recognized as the Secretary of Defense. Great. A conspiracy in the White House. What could be worse. Then Ben noticed something was wrong here. As the uniform guy (Ben recognized his uniform as that of an admiral) ranted on about the death of the President and the attack on the mutants, Ben saw that the SecDef's eyes were glowing red. Ben chuckled a little from two things. One, he new that a psychic had taken over the SecDef's mind and was listening to all this, and two, this guy thought the President was dead. S.H.I.E.L.D. could really spread good lies.

Ben was about to leap from the wall when the admiral said "What's wrong with your eyes?" Took him long enough to notice. Dumb-ass. "This isn't the Secretary of Defense you're talking to Admiral. This is S.H.I.E.L.D. Black Ops Agent Karma," the SecDef said. Then he fell unconscious. The large screen in the room flickered, and on it popped up a large image of Nick Fury. "You are under arrest, Admiral," he said. Then the doors opened and out stepped that good-looking Asian girl from Liberty Hall yesterday, along with two S.H.I.E.L.D. soldiers. "Get down on the ground, now," she said in a cold voice.

The admiral flipped. "NO MUTANT SCUM WILL EVER GET IN MY HEAD!" he shouted as he pulled out his pistol and aimed it at his temple. Ben reacted without thinking. He jumped from the wall and, becoming tangible/visible, grabbed the admiral and made him drop his gun. Okay, he grabbed his wrist and snapped it, causing the admiral to howl in pain _and then _drop his gun. The three agents pulled out their weapons, all staring in awe and fear. Ben turned and, for the first time ever, he was (kinda) face-to-face with Nick Fury. Fury saw the symbol on Ben's chest and growled "You."

Ben replied with "Yeah, it's me. I'll be seeing you soon, Fury. All too soon." Then he waved his hand and the screen exploded. The screen, however, was the only thing providing light in the room. Everyone was blinded. Ben, however, sensed the admiral's thoughts and grabbed him before phasing through the ceiling. The two were back in the White House corridors. The admiral was still clutching his hand in pain. "Get over it, dirtbag. Wolverine's gonna do much worse to you," Ben said in his now familiar spooky voice.

"You're lying," the admiral said in a shaky voice. Ben grabbed the collar of his shirt and lifted him into the air. Ben's one good eye was focused on both of the admiral's. "Wolverine cut off the thumbs of your partner Don just to find out where you were. Now that we've got you, what do you think he's gonna do?" he said in a menacing tone. The admiral gave a small whimper before being phased through the walls by Ben. When they were back outside, Ben saw Wolverine being held by Secret Service agents.

"You don't understand! There's a traitor in there!" shouted Wolverine. "We know," one of them said. "S.H.I.E.L.D. is taking care of him as we speak." Then the agents let him go and he stomped through the gate, grumbling to himself. Then Ben's telepathy picked something up. _Okay, gotta track down that ghost thing. Helicopters are on their way, so we shouldn't have a problem. _It was one of those other agents from before. Ben sighed and floated through the gate, the admiral struggling in his arms. Wolverine stood outside the gates, his arms crossed in anger. He was surprised when Ben materialized in front of him, the admiral in his arms.

"Not bad, kid," Logan said as he grabbed the admiral by his uniform. "I'm going to enjoy this a lot more than you are, bub," he growled. Ben started "Logan..." but Logan wasn't listening. He was unsheathing his claws, slowly. "Logan!" Ben shouted. Logan looked at him, annoyed. "What?!" he almost shouted. He wanted payback, and he wanted it immediately. Ben pointed to the White House. Hovering above it were about five helicopters, loaded to the teeth with weapons. "Oh. That's what you meant," Logan said, staring at the choppers. Ben shook his head in annoyance.

"HALT! DROP THE ADMIRAL, AND GET DOWN ON THE GROUND, NOW!" a voice said over a loudspeaker. Logan growled in anger. "I'll take care of this," he said, unsheathing his other claws. As he was about to slash the gate, Ben grabbed his wrist. "No. I didn't sign on for this. I'm not going to watch you kill soldiers and Secret Service agents for one man," he said. Logan growled "This guy killed Beast! We're just going to let him get away with that?!" Ben chuckled. "This guy's going to prison for a long time. A maximum security prison. Look at him and imagine how miserable he's gonna be. Haven't you ever seen _Shawshank Redemption_?" Logan looked at the admiral and back to Ben.

"You have a twisted mind kid, but that sounds like a good amount of suffering. Okay," he said. Ben nodded and used his telekinesis to throw the admiral back over the gate. Ben and Logan headed for the Washington Monument. When no one was looking, Ben changed back. "How do we get out of here?" Ben asked. "The same way we got here," Logan responded, panting. He had to run to this spot while Ben flew. "No way! Do you have any idea how much you weigh?!" Ben said, grimacing as he remembered flying here as Jetray with Wolverine on his back. It had hurt like hell.

"Do you have any other ideas?" Logan asked, growing annoyed. Ben nodded and said "Look behind you." Logan turned and saw the X-Jet sitting there. "That's convenient," Logan muttered as the two headed for the jet. Rogue, Iceman, Cyclops, and Storm were onboard. "How'd it go?" Bobby asked, anxious. Logan shook his head. "S.H.I.E.L.D. was after him too. They got here first," Ben said. He sat down in a chair and rubbed his temples. "You okay?" Rogue asked. Ben chuckled and said "Well, I know I just ticked off Nick Fury," before telling them about the screen and the warning Ben gave. Bobby chuckled a little, but everyone else remained silent. Rogue locked eyes with Ben, but she said nothing.

"Well, let's get back to the mansion," Cyclops said quietly. Storm didn't speak at all. "Wait, I gotta do something. I'll see you there," Ben said before hopping off the jet. The ramp closed behind him as he activated the watch and turned to Jetray. He smacked down and felt the familiar wings, tail, and head grow in a flash of green light. He flew to the front of the jet and waved to the people inside before taking off for Manhattan.  
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It didn't take long to arrive, as Ben broke the sound barrier on the way there. He first flew to his old hideout in an abandoned subway station. He turned back and rummaged throught the boxes. "Where are you?" he muttered to himself as he opened another box. He sighed with relief as he pulled out his suit. He had worn it once a while ago, when the gangs were burying their dead after the incident with the Brooklyn Bridge. Ben held a grudge against Magneto for that, but alas, he couldn't do anything about it. Back then.

He put on his suit, a solemn look on his face. "Hell is empty, and all the devils are here," he muttered. Shakespeare had that line right on the money. Then he put his normal clothes in a backpack and slung it over his shoulder. He was about to walk down the abandoned tunnel when he heard a voice say "I knew you'd be going to that funeral." Ben turned and growled "Kevin."  
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At the X-Mansion, the funeral was about to begin. Everyone was dressed in their dark outfits, ready to see the departure of their fallen comrade. Nobody spoke. It was quiet until there was a knock at the door. Kurt teleported to the door and opened it. There stood Ben Tennyson, dressed in a dark suit with a backpack slung over his shoulder. Kurt said nothing as Ben entered, putting his backpack by an umbrella stand. He arrived at a good time, because the Professor then rolled in and said "It's time."  
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Outside, a mutant-friendly reverend sent Beast to the afterlife. While everyone was quiet, some shot glares to the right, as Nick Fury was standing there behind the Professor. Some were crying, others were clenching their fists in anger, while some just looked on, not believing one of their own was gone forever. As the reverend ended his goodbye, Cyclops, Logan, and Ben grabbed some shovels and started throwing dirt onto the casket, sealing in the body of Hank McCoy.

When they were done, they walked quietly back to the mansion. Ben had only half of his mind on the funeral. The other half was on Kevin's proposition.  
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**Okay, more cliffhangers! Soon, Fury and Ben are gonna have a little chat, Ben will reveal himself to another hero (Take a guess on who it is), and Kevin and Ben's history will be revealed. Please review and keep reading on! Also, once again, I'm sorry for the long wait.**


	9. Reunions

**I'm back in business! Okay, now for Kevin's proposition and a little peek into Ben's past and some old friends of his. BTW, I'm putting some twists and turns in the story, and at the end of this chapter, the Ben 10 stories start introducing themselves.  
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In Washington D.C., in a hidden location, two beings were talking. These beings were extraterrestrial, and both were after something extremely important. One was rather large, with grey armor, a laser pistol, and a helmet with a small green triangle on it. The other was a lot stranger.

The second alien creature looked like a velociraptor. He wore a black suit that covered most of his body, except for his tail, his feet, and his arms. His limbs were blue, and his hands were like claws, with three on each hand. His head was shaped kind of like a smooth arrowhead with a black helmet and a retractable face-plate. Right now, the face-plate was up, with the creature's face in plain sight. His face was also blue, with yellow eyes and no nose. His mouth was outlined in black.

"What do we do with the boy? We know he has the Omnitrix, we just need to take it!" said the dinosaur-creature, who spoke in a scratchy, fast voice. The larger creature shook his head.

"Blurr, you know we can't do that for two reasons: One, that device has powerful aliens, and he could beat us. You saw what he did to that other human without transforming. Two, if we try something like that, not only will we be caught by Earth's forces, but Vilgax will know we're here. Do you really want to fight Vilgax again?"

The dinosaur creature, Blurr, shivered at the thought. Vilgax was ugly as hell, but he could sure pack a punch. The last time they fought him, he had wiped the floor with them. The only way they got away was they activated the self destruct on their ship, which almost annihilated Vilgax. Now, he was alive with mechanical implants, making him even stronger than before. They weren't exactly proud of that fact.

Then Blurr seemed to remember something, and lowered his head. The big guy noticed. "What's wrong, Blurr?" Blurr looked up at his long-time friend. "The boy, the one with the Omnitrix... He knows my daughter. He's a close friend to her..." he said quietly.

The big guy also lowered his head. Blurr rarely mentioned his daughter. Blurr always felt she would be ashamed of him. He was a bounty hunter/mercenary. He's done things he wasn't proud of, and he wanted his daughter to live happily without knowing about him. But this... Now, to get to the Omnitrix, Blurr might finally have to face his daughter.

"Well, Blurr. It had to happen sooner or later," the large guy said. Blurr nodded and said "Yeah, but what if she hates me?" Blurr didn't want to be despised by his only daughter. The big guy said "She might hate you, she might not. What's important is not what you did, it's what you're doing now. You're trying to save the galaxy, possibly the universe, from being conquered. She'll have to accept that, and so will you."

Blurr smiled. His partner always had a way with words. "Alright, now back to business. Where's the kid going now?" The big guy checked a device on his wrist. "He's meeting up with a group of mutant kids around his own age. They're planning something big." Big guy put his wrist down and said "She's with them." Blurr nodded. He knew this had to be done. "Alright, what do we do first?"  
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Ben Tennyson stood near the piers, yawning and looking at his watch, fiddling with it. It was around midnight, and he was waiting for Kevin and his "team" to show up. Frankly, he was getting bored. He looked up when he heard a familiar _swish_-like sound. He gave a smile and turned before being ran into by a fast-moving form. Good thing he saw this coming or he would've fallen over. Two blue arms wrapped around his neck in an embrace. "Long time, no see, Ben," the girl hugging him said.

"Very true, Helen. I think you got taller," Ben said as he returned the hug. He hadn't seen her in a while, as she had moved to Florida to help mutants there. Her mutation was unique, to say the least. She looked like a dinosaur, with wheels on her feet and three fingered hands that ended in sharp points. She also had a blue and black striped tail and her head had some kind of black helmet on it. She had these hypnotizing yellow eyes that seemed to read your being, if that made sense. She normally wore tight black shorts, a black T-Shirt, and a dark green vest. Ben smiled. She had seen that vest in a store once (they had been getting a little payback on the anti-mutant owner), and liked it. Ben had smuggled it out and given it to her when everyone else had left. Their friendship had grown into a sibling-like relationship after that.

"Where's Manny?" Ben asked as she released him. Right on cue, a hulking red form walked out from behind a crate. Manny was also unique. He was seven feet tall with red skin. He also had four yellow eyes similar to Helen's and four large muscled arms. Manny had incredible strength and endurance, while Helen ran at speeds that reminded Ben of Quicksilver. Ben smiled. He still had to tell these two about that little encounter.

"What's up, short stuff?" Manny said as he and Ben grasped each other's hands in a custom greeting. "Not much. You guys in on this too?" Ben asked. Manny and Helen's faces turned serious. "Yeah. We wouldn't pass up this opportunity for anything," Manny said, cracking his knuckles. Today, Manny had worn a black vest and very stretched out jeans. Ben nodded. He didn't want to avoid this either. It was payback time.

After a while, Kevin showed up, accompanied by an african-american kid with a white T-Shirt and jeans and a girl with silver skin and red hair tied back in a ponytail, wearing a red shirt with black sweatpants. Alan Arbright and Cessily Kincaid. "What's up guys?" Ben said, recognizing the old gang. Alan and Cessily smiled on seeing their old member again. The team would be complete, if not for what happened to David Alleyne...

That's why they were all here. Kevin made them gather up near his car, a green 1967 Camaro with two black stripes going down the middle. The car was heavily upgraded, as Kevin worked on it constantly.

As a side note, Alan could control and create fire, and even transform into a fiery magma-type form. Cessily had skin kind of like the element mercury. She could shapeshift and form weapons with her skin. Ben and the others sometimes called her Terminator because she had powers a lot like the bad guy from Terminator 2. She usually laughed as long as you called her that sparingly. Otherwise she would probably kick the ass of whoever couldn't shut up.

Kevin cleared his throat. Kevin was the oldest guy here at sixteen, and considered the group leader, with Ben as second-in-command. Kevin's mutant powers let him touch an item and absorb its properties. For instance, if he made contact with his car, his skin would turn into green steel, same as the car. This would also grant him superhuman strength and endurance, if he absorbed the right properties. Unfortunately, whatever he absorbed had to be equal to the amount of skin he has. Therefore, if you gave him an adamantium bullet to absorb, it would probably make two fingers adamantium covered. That's all.

"Alright, I think we all know why we're here. We're here to do the biggest thing we've ever done in our lives," Kevin announced, everyone nodding in agreement with those words. Ben felt his face turn grave. This was risky, but they all wanted to do it. Had to do it. Kevin looked up at each of his friends. He sighed and rubbed his car before getting to the point.

"Tonight, we make the world better for mutants, whether we live or die. Tonight, we alter the course of history, and make humanity see that not all mutants are terrorists!" Kevin said, adding more emphasis with each word. He was always good at making dramatic speeches, especially when he hit the climax of his speech. Like this:

"Tonight, we're taking out Magneto!"  
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**Alright, I know it's a short chapter with no real action, but this is more of a character introducing and plot-driven chapter. Anyway, I think I made the right choices in this little gang, and more history will be revealed later. Remember to review, and any suggestions are appreciated. **


	10. Battle of the Triskelion

**Okay, this is the tenth chapter, so I'm making it mega-epic. Also, my friend urged me to put a crazy comic relief character in here, so I'm doing it to shut him up. Okay, R&R. Also, my friend thought of the name of the character, not me. Don't even involve me.  
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"Alright, I know we don't like it, but only one guy has the item we need," Kevin said, rubbing his temples. Everyone sighed. Well, everyone in the car sighed. Manny was too big, so he leaped to their destination, and Helen, being the speedster, ran there. Kevin was driving, while Ben rode shotgun, and Cessily and Alan were in the back. Ben turned and looked at his old friends.

"So, where were you two all this time?" he asked. Alan spoke up first. "I hung out in Jersey for a while." Everyone else flinched. "I know, and I left after a week," Alan sighed. Cessily spoke up next. "I hung out in Queens mostly, stopping small crimes and helping other mutants get to safety," she said. Ben smiled. Cessily always was a friendly girl. She was considered the older sister of the gang.

Okay, so a little history is due. About three years ago, when Ben couldn't remember his family because of that scar on his forehead, he met Kevin and Cessily, who had been on the run from anti-mutant punks. Ben hid them in a random warehouse that he hung out in (which later became Tyson's chop shop). They were grateful, and considered him one of the few good humans in the world, leading to the formation of their little gang. Even after the other members arrived, Ben was always the only normal human in the gang. Later on, they found Alan, who almost drowned in the river, and then Manny and Helen, who were looking for food. That was the only time Ben had ever seen Manny without muscle.

Anyway, their last recruit was David Alleyne. David was thirteen, and therefore the youngest in the gang. He, too, was a mutant. He could absorb the knowledge anyone had just by making skin contact with them. He was considered their "think tank". That was, until Magneto came back. David had been on the Brooklyn Bridge, looking for a possible new member to the gang, when the Master of Magnetism struck.

The bridge was destroyed, David along with it. After that, the group was never really the same. After a while it broke up, everyone there promising to get rid of Magneto someday. That day had arrived.

Anyway, Kevin drove up to an abandoned parking garage in the middle of the city. This was the hideout of Jimmy McGee, affectionately (or not) known as "Twitches", or "Jimmy Twitches". The latter was more common, though. The gang respected Jimmy, but he honestly scared them.

He had a drug problem, and was always twitching. Non-stop. It was funny at first, but now... People tended to avoid him, but he didn't mind. He liked being alone. But, Jimmy did have one talent: He could get almost anything. Seriously, _almost anything. _Jimmy had everything from simple firearms to the latest military tech. Now, Jimmy had one thing that the team desperately needed: Plans to the Triskelion.  
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As the group walked into the garage (Manny and Helen showed up pretty quickly), they noticed the smell of gasoline flowing in the air. "Jimmy hasn't changed much, has he?" Helen sarcastically asked. Everyone nodded and treaded carefully. The garage was completely dark, with the moonlight giving the faintest vision possible. The garage had tons of tools strewn around, bags of chips and cookies lying around, and a broken, burned, and stripped car lying in the middle of the room.

Still, everyone remained alert.. Another thing about Jimmy was that he had a tendency to pop out of nowhere. It was like a horror movie that wouldn't stop. Ben reached in his pocked and found his switchblade and his lighter. He never trusted Jimmy, and he wasn't about to start now.

As the group split up, they heard a clanging sound from a corner. Everyone tensed up and got ready. Cessily turned her arms into swords, Manny cracked his knuckles, Helen got into speed position, and Ben reached for his switchblade. He didn't want to give out his secret yet, even to his closest friends. Kevin absorbed a crowbar lying nearby, and Alan was about to light up when Ben waved his hand. "If you spark anything, even a little bit, we'll all be blown to hell instantly," he said. Alan nodded and Kevin tossed him the crowbar he had just absorbed.

The gang moved in on the corner of the room, which had a few barrels stacked against the wall. Then Helen ran forward, checking for anything. She sighed and walked over to the corner. When she emerged, she was holding a small black and white cat. Everyone sighed with relief. It seemed they were jumpier than they thought they would be.

"So what do you want?" a voice from behind them said. Everyone turned around, ready to attack. Hell, Cessily stretched out her arm into a long blade and pointed it at the neck of the speaker. The gang was staring at a dark-haired kid around their age who was quite tall, wearing a pair of black jeans that were shredded at the knees, and a black jacket. His hair was crazy, as if he woke up with a bad haircut and kept it that way. In his hand was a bag of cookies, but he wasn't eating them now.

Instead he was staring at the silver blade that threatened to seperate his head from his body. "Who are you?" Ben asked, his hand already on his switchblade. The kid looked up, and, without emotion, said "The name's Clay, and could you tell the Terminator there to retract the blade? Please?" Alan, Ben, and Manny snickered. Cessily gave a small glare and retracted her blade. Slowly.

"Why are you here?" Kevin asked, dropping his armor. "I'm just getting some parts from Jimmy," Clay said. As if on cue, a short, skinny kid with a green shirt about three sizes too big and khakis walked out. This was Jimmy. He was fourteen, but he was short for his age. He had spiky red hair and wore goggles on his head almost all the time. "Hey guys, l-long time n-no see," he said, his eyes twitching, like always. He then looked at Helen.

"Oh, you c-caught that annoying c-cat. H-hold on a s-second..." Jimmy stuttered and reached behind him. He pulled out a double barrel shotgun. "What the hell, man?!" Manny exclaimed. Jimmy put some shells into the barrels and aimed at the cat. "Okay Helen, c-count of three, t-throw it into the air!" he said in a hurried voice. "What! No!" Helen shouted before darting out the door and zooming back in, the cat gone.

"Oh, man. That cat's been bothering me for two months now," Jimmy complained, lowering his weapon. He then turned to Clay. He sighed and said "Hey man, your p-parts are in the b-back." Clay nodded and took a cookie from his bag before heading into the back room. Jimmy turned to the others.

"O-okay, what do y-you guys w-want?" he asked, tossing the shotgun aside. Kevin stepped forward. "We want the plans to the Treskelion." Jimmy rubbed his temples as he said "I g-got em. What's your p-price?" Ben was growing impatient. "You can give us the plans, or..." he said, pulling out his Guns N' Roses Zippo lighter and flipping it open. Like Ben said earlier, one spark equals big boom. Jimmy just chuckled in his weird, twitchy way.

"You w-won't do it. You'll k-kill everyone h-here," Jimmy said smugly. Ben looked around. "Let's see, Helen could speed out of here, Manny can take it, Alan controls fire and won't have a problem, Cessily will just regenerate, Kevin..." As Ben said that last statement, Kevin absorbed a tire iron lying by his feet. Ben nodded and turned back to Jimmy. "W-what about you, Tennyson?" Jimmy asked nervously. Ben shrugged and said "I'll just beat your ass in the afterlife." Jimmy turned, ran into the back room (with Clay shouting "Hey!" from being pushed down), and came back with a disc that had "Triskelion" written on it in black marker.

Ben put the lighter away as Kevin took the disc. "Nice doing business with you again, Jimmy," he said as he pulled out the car keys. Jimmy sighed and sat down in a corner, getting ready for a long nap.  
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The Triskelion was quiet that night. Guards were walking around the premises, some questioning what the bosses were so worried about. Sure, there was that classified incident in Central Park, but it seemed unlikely that anyone would be stupid enough to attack the Triskelion. Of course, by now most of the guards were knocked out by a blue blur.

Helen signaled for the others to follow up. Now came the hard part: Actually getting into the building. Now it was Cessily's turn. She liquidized herself and passed through the door. You'd think the doors would be harder to get through for a top secret government building. Anyway, Cessily found a switch that opened the doors. This seemed too easy...

As the group walked down the stairs (elevator wouldn't work), they decided to split up into pairs to cover more ground. Kevin took Alan, Helen took Manny, and Ben got Cessily. As they headed into different directions, Ben decided to start a conversation. "Big place," he said, looking at the multiple doors and corridors. Cessily nodded and said "Kind of reminds me of the Egyptians. Make fake hallways to trick whoever was breaking in." Ben hadn't thought of that. Cessily was a bright girl.

As they continued down another hallway, they heard gunshots. Ben and Cessily locked eyes and started running to whoever was shooting. When they arrived at the commotion, they saw Kevin and Alan fighting about twenty guards. Kevin had absorbed some of the wall, leading to a tough steel coating, and Alan was in his magma form. Kevin was punching the guards while Alan threw fireballs. Cessily leaped into the fray, turning her arms into hammers and knocked out a few guards. Ben picked up a rifle that one of the guards dropped and unloaded it. Ben didn't like guns, and he never used them. Well, not in the usual way.

Ben took the empty rifle and started using it like a club, bashing soldiers in the head, stomach, etc. After about three minutes, all the soldiers were down for the count. Ben threw down the gun and glanced over at Kevin and Alan, who were reverting back to their regular forms. "What are you doing here?!" Kevin shouted. Ben and Cessily were confused. "We were saving your asses!" Cessily yelled back, angry that Kevin was shouting at them for saving his skin.

"Our lives aren't important at this point. What is important is finding Magneto and finishing him off. Once and for all!" Kevin yelled back before walking down a corridor. Alan shrugged in an apologetic way and followed Kevin. Cessily was so angry at the moment that she was starting to stretch her body, making her taller. Ben reached up and put a hand on her shoulder. She sighed and shrunk back down. "You okay?" Ben asked. Cessily nodded and said "Let's just finish this." She walked toward a corridor parallel to where Kevin went. Ben followed her, wondering if this whole thing was worth it.

As they continued, Ben kept glancing at his watch, wondering if he should use it. If he did, this would be a whole lot simpler. But then again, it could mean that if S.H.I.E.L.D. caught him, they would go to extreme lengths to remove it. Ben hated the government, especially S.H.I.E.L.D. They thought all heroes were their property, like they had the monopoly on them. Ben glanced at his watch again, wondering what it would feel like to give Nick Fury a good Diamondhead pounding.

Before long, Cessily found the right way, as they were soon walking through an all-white area that had large holding cells. Ben looked inside and saw some infamous people, like Doctor Otto Octavius with a bandage wrapped around his eyes, or Kraven the Hunter, who was growling in his sleep. Ben didn't know what it was, but something didn't feel right. The two continued down the hallways until they found what they were looking for. At the end of the hallway was a glass window with a staircase leading down next to it. Ben and Cessily looked through the window. There was a rather large cell, covered in something clear that wasn't glass. Inside was an old man sitting in a chair, fully awake.

"Magneto," Cessily growled. Ben looked at the old man who had caused so much pain. So much death. So much fear. Ben looked at the stairs next to him. "You ready for this?" Ben asked. Cessily looked at him and nodded, a look of power in her eyes. Ben walked down the stairs, Cessily close behind. After a few more staircases, they found the room that controlled the cell. Cessily looked around. "I wonder if there's a way to cut his oxygen," she said in a vicious way.

Ben looked out the window. The man seemed not to notice them. He just stared into space with a bored look on his face. Ben took out his knife and lighter and put them on a chair nearby. Then he pushed a switch on a desk nearby and saw, as he guessed, that the door opened to the cell containing the Master of Magnetism. "Ben, what are you doing?!" Cessily asked, grabbing his shoulders in worry. Ben didn't answer. Instead, he walked through the door and across the little plastic bridge toward the cell, which was elevated in this gymnasium-sized room.

Magneto looked up at Ben, and both stared each other down. Magneto spoke up first. "I knew a day like this would come. A day where someone would try to take vengeance on the things I did. Tell me, boy. Are you one of us, or one of the monkeys that rule this planet?" Cessily ran up beside Ben, looking between the two. Magneto stood up. "Tell me, why would you two, who've been given great gifts, want to kill me, your savior?" he asked in a self-righteous way.

Ben, in a monotone voice, said "Who here said I was a mutant?" Magneto glared at him, then looked at Cessily. "My dear child, why would one as gifted as you wish to be in the prescense of this _Homo sapiens_ scum?" he asked. Cessily took a step forward in anger. "Don't talk about him like that," she growled, sharpening her arms into blades. Magneto shook his head, then said "Why would you trust humans? What have they ever done for you? They're a traitorous, selfish breed. Soon, they will try to wipe out people like you and me. Look at what happened at the White House with the X-Man."

This time, Ben stepped forward. "You don't deserve to talk about McCoy, you murdering son of a bitch," he said in a very dangerous voice. Cessily looked at Ben. Every time he had used that voice in the past, someone ended up very badly hurt. Magneto chuckled. "I'm done talking with you, insect. If you're going to kill me, do it quick," he said. Ben stared at him before saying "No." Cessily looked at him in shock. He continued. "I'm not gonna kill you like this. Depowered, weak, alone. If I'm gonna kill you, I want us to be equals," he finished. Magneto started chuckling again.

"Boy, you and me will never be equals. I am a superior being. You are an insignificant weakling. Killing me here would be the only way you would stand a chance." Ben shook his head and turned to walk back into the control room. "Boy!" Magneto yelled. Ben turned around. "While I hate the very thought of your kind, I have to admit, you're an honorable insect. Therefore, since you didn't kill me when you had the chance, I'll return the favor: Fury knew you were coming. This whole thing's a trap." Ben looked at Cessily and both ran into the control room. Ben grabbed his lighter and switchblade, closed the prison doors, and ran for it.

As they were going back down the prison hallway, an alarm started to ring. "Oh man," Ben muttered. As the two ran through the hallways they had passed through before, they looked around, hoping to find the others before S.H.I.E.L.D. did. As Ben and Cessily turned a corner, their hopes were dashed. Lying on the ground, unconscious, were Manny, Helen, Alan, and Kevin. It looked like they took a beating. Standing behind their unconscious forms were Nick Fury, Captain America, Iron Man, Thor, Wasp, Black Widow, and Hawkeye. Scarlet Witch and Quicksilver were absent.

"End of the line, you two. Surrender and you won't end up like your friends here," Fury said. Ben looked at the Ultimates and noticed something: They had taken a beating too. Black Widow had some scratches on her suit and skin. Hawkeye had a cut lip and a big bruise on his arm. Wasp had a black eye. Iron Man's suit looked badly dented. Captain America seemed to have taken the worst beating, with multiple cuts, bruises, and his outfit had its mask and sleeves ripped off. Thor, however was clean, as was Fury.

"Surrender? Never heard of the word," Ben said defiantly. Fury sighed. "Listen, kid. You broke into the Triskelion and for some reason you wanted to kill Magneto. Now you're stuck. Make the wrong choice, and you'll never leave here alive," he said. Ben chuckled and turned to Cessily. "I think he just threatened us," he said in a playful tone. Cessily gave a smirk and got into a battle stance, shaping her fingers into sharp claws. Ben stood there calmly with his hands in his pockets. Fury rubbed his temples and said "Clint, Natasha." Hawkeye and Black Widow stepped forward, dropping their weapons.

Both got into fighting stances, Hawkeye against Ben, and Black Widow against Cessily. Hawkeye attacked first, throwing a punch to Ben's face. Ben dodged effortlessly and countered by bashing his head against Hawkeye's. Needless to say, this disoriented him. "What the hell was that about?" Hawkeye asked, rubbing his head. Ben shrugged and pulled his hands from his pockets, getting ready. Meanwhile, Natasha and Cessily had their own little war going on. Black Widow was punching and kicking Cessily, but they just passed through her body as if she was kicking falling water. Cessily had grown her arms into blades and was swinging and stretching, trying to confuse the red-headed babe.

Ben was gaining the upper hand on Hawkeye. Clint Barton hadn't been expecting this, and his cocky attitude had cost him. Ben was dodging, punching, and kicking like a madman, going in a random way that couldn't be predicted. Hawkeye was starting to get even more bruises, and Ben wasn't breaking a sweat. After a while, Fury shouted "Stop!" The fighting ceased, with everyone looking at Fury. "This is getting annoying. Thor, take em down," he said. Thor sighed and stepped forward. "Forgive me, children," he said as he pulled his hammer out. Ben looked down and saw some of the others beginning to stir. Ben looked at Thor for a weakness. Ben never believed Thor was a true god, and that he was getting his powers from something. Ben took a wild shot in the dark. "Cessily, go for his belt!" he shouted as he charged. Thor lifted the hammer, ready for battle.

It didn't go so well this time. Thor took one swing and Ben was slammed against the wall. Cessily was faring better, but barely. He was hitting her hard, and she was having trouble staying pieced together. Then he finally knocked her out, leaving Ben alone. "Surrender child," Thor said, lowereing his hammer. Ben gave a grin and said "Here's a better idea: Helen!" Then a blur ran by Thor, and his belt was gone. He looked up in shock to see Helen holding his belt in one hand, a smile on her face. "Nice belt," she said in a mocking tone. Then Thor felt two sets of arms grab him from behind. "I prefer the hammer," Manny said as he threw Thor against the wall, confusing him. Manny tried to lift the hammer, but nothing was happening.

"This thing weighs a ton!" Manny shouted as Kevin and Alan stood up, ready to finish the fight. Thor chuckled and said "Only those who are worthy can lift Mjolnir." Ben walked over to Manny, grabbed the hammer with one hand, and lifted it effortlessly. Everyone stared in shock. "Hey, I'm special," Ben said, weighing the hammer. "Impossible," muttered Thor. Ben threw the hammer aside and got ready for a fight. Thor was powerless, so he stayed down. The Ultimates got ready too. "I call Fury," Ben said. Everyone on his side nodded and charged. Here are the fights:

Ben vs Fury  
Kevin vs Captain America  
Manny vs Hawkeye  
Helen vs Wasp  
Cessily vs Black Widow  
Alan vs Iron Man

Pretty soon, everything was chaos. Hawkeye was hitting Manny with arrows that didn't appear to be working. Black Widow was shooting Cessily with her pistols, nothing working. Wasp was trying to hit Helen with her "stings", but Helen was too fast. Alan and Iron Man were flying through the air (don't forget, these hallways are strangely tall), trying to hit each other with fire and lasers. Kevin and Cap were fighting to a standstill, with neither overpowering the other. Ben and Fury were about the same. Ben was trying hard to hurt Fury for all the crap he had been through, but Fury was too good.

After a while of a blurs, fireballs, gunshots, a flying shield, and battle cries, Ben's team was starting to falter. Manny fell first after Hawkeye used some kind of miniature nuke arrow on him. Helen had been hit with a Wasp sting, which, for some reason, left her unable to balance. Alan had been extinguished by a device Iron Man had, leaving him to crash on the floor. Black Widow gave Cessily some kind of strong knockout gas. Captain America was having trouble with Kevin, who had absorbed his shield and was pretty hard to beat. Only when Cap hit him in the neck with the shield did Kevin fall unconscious. Ben was left, fighting Fury _mano y mano_.

"Give it up kid," Fury said as he threw a punch that Ben knocked aside. Ben then kicked at Fury's face. Fury grabbed his leg and flung him against the wall. It hurt. A lot. Fury grabbed him by his jacket and pulled him back up. "Are you done yet?" Fury asked as the Ultimates started to form a circle around the two. Ben sighed as he went to the last resort. He reached down with his right arm and activated the watch. He glanced down and saw a silhouette of a very muscled alien. "No, Fury. I said I would come for you, and now I'm here," Ben said as he slapped down on the watch. Fury saw a green flash and retracted his hand.

Ben felt his muscles growing first. Then he felt his skin turn scaly, like a lizard. His feet then transformed until they were similar to an elephant's. He grew a tail, then he felt his nose flatten, his mouth widen, and his teeth grow sharp. He stood up twelve feet tall when the flash died, and then he shouted "**HUMONGOUSAUR**!" Everyone looked up at him in shock. Even Thor, who was retrieving his hammer and belt. Fury saw the symbol on his chest and said "No %&$#ing way." Ben gave a grin and said "Yeah, the aliens you're looking for are all just a fifteen-year-old kid." Ben lashed out with his foot, smashing Fury through the wall on the other side of the room.

The rest of the Ultimates attacked. Ben swatted down Wasp first so she couldn't take him out like she did the Hulk. Two down in about ten seconds. Not bad. Ben took another swing, sending Hawkeye flying to the ceiling, falling back to the floor unconscious. Black Widow was shooting at him, but the bullets bounced off his scales. Iron Man flew up and punched Ben in the face. "That's for the armor you broke," he said. Ben stood up and chuckled. "You punch like an alcoholic in a barfight," he said as he swung his fist back, crumpling the front of Iron Man's armor even easier than Swampfire did.

All that were left were Black Widow, Captain America, and Thor. Cap threw his shield at Ben's face, and he knocked it aside with a brush of his hand. Black Widow threw some grenades at him, but he dived out of the way and grabbed the Cap's shield, which was like a frisbee to him in his current size. He threw it at Black Widow. Hard. She jumped out of the way, but the shield blew through the wall. And the wall after that. And the next six walls after that until it flew outside and landed in the water of the river. Ben then grabbed Black Widow and flung her at Cap, who caught her and was slammed into the wall because of it. Ben turned to Thor. "Vile monster! You dare to strike my comrades!" Thor shouted. Ben sighed.

"Give up the charade, blondie. We pulled off your belt and you were powerless. You're not a god, you just got serious gadgets," he said. Thor was pissed to the extreme. He flew toward Humongousaur and swung the hammer. Ben grabbed his arm and stopped the blow from occuring. "Let's take this outside," Ben said as he flung Thor toward the ceiling. Thor flew threw eight stories before ending up flying outside. Ben jumped threw the holes Thor had made and stood on the floor that the fake god was levitating at. Ben gave a grin as he jumped through the window, crashing into Thor and sending them both flying down to the ground.

Ben landed on top of Thor, leaving a large crater next to the building. Ben hopped out of the crater and looked at Thor, who was definitely going to wake up sore. Ben then leaped up the building until he found where the shield had exited. "Didn't know I threw it that hard," he muttered as he smashed through the walls.

He found his friends unconscious, just as he had left them. He managed to wake up Manny, and the two carried their knocked out teammates out of the building to Kevin's car, which was quite a ways away. The two jumped there. When they arrived, Ben put the people he was carrying (Helen and Cessily) down and hit the switch on his chest, reverting back to normal. Manny stared at him. "So, how'd it happen?" Manny asked, wondering how Benjamin Tennyson, the only normal kid in their gang, managed to become a dinosaur and take down the Ultimates. Ben smiled weakly as he said "Later Manny. For now, let's get them back to the warehouse." Manny nodded and lept away toward their destination.

Ben put his friends in the car. Kevin rode shotgun, Alan rode in the middle seat in the back, with Cessily on the right and Helen on the left. Ben took the keys from Kevin's pocket and started the engine. Before he drove off, he laid his head on the steering wheel. "I'm screwed," he muttered.  
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Nick Fury was talking to a teenager around fifteen years old, who wore a black jacket, black jeans, had crazy brown hair, and smelled horrible from lack of showering. "Alright Clay, you held up your deal, so here's your payment," Fury said passing him an envelope. It was the day after the attack on the Triskelion. Fury was in a different location because his office had been destroyed. Clay had given them the info about the attack last night. Too bad he didn't know about the kid. Clay took the envelope, gave a grin and exited, leaving Fury alone.

Fury rubbed his temples. "I don't believe it. A fifteen-year-old kid. Probably some alien device let's him transform," he muttered to himself. At least the security cameras had caught a decent picture of his face. Fury sighed. He was desperate, and what he was about to do made him feel ashamed to be alive. But it had to be done.

Twenty minutes later Fury was in a highly classified location, looking through a very special holding cell. "Do we have a deal?" Fury asked. The thing on the other side gave a horrible cackling laugh. "Of course Fury. I find this boy, I go free. Sounds easy enough," he said. "Do you want him dead or alive?" the creature asked. "I'd prefer alive, but if he fights back, take him down," Fury answered coldly. The creature chuckled and said "When do I start?" Fury nodded to a nearby scientist, who unlocked the cell. A large green thing walked out. It was about seven or eight feet tall, with horns on its head, pointy ears, sharp teeth, and clawed hands. This thing wore some kind of purple cloak and pants for clothes.

"Don't fail me Osborn," Fury warned. The creature that used to be Norman Osborn gave an evil grin. "This is business, Fury. My area of expertise. Trust me, you'll get results," he said. He lifted his left arm, from which a large fireball appeared. "This is gonna be fun." he cackled as he stared at the inferno raging in his palm.  
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**Yep, Green Goblin is here. Now in case you were wondering, Tetrax and Blurr will pop up very soon. And since Osborn is free, Ben will have to team up with your friendly neighborhood... Well, you know. This story is still going strong, so stay tuned, and don't forget to review.**


	11. Fight Fire With Lightning

**Alright, as I said before, Fury is desperate. He brought in Osborn, and now Ben is in a lot of trouble. Now, Ben has some explaining to do. End of this chapter gives Ben a new ally in his little story. Also, to be specific, the beginning of this chapter is on September 12, 2006. Just saying so you don't get confused with the dates.**

**Note: I'm not really sure where the Daily Bugle is in this universe, but I'm just following the Ultimate Spider-Man videogame. In fact, I got a couple ideas for this chapter from the videogame.  
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Ben Tennyson drove a car that wasn't his into the designated warehouse. Manny was already there, arms crossed. Ben turned off the car and stepped out, swinging the keys on his finger. "Alright Ben, start explaining," Manny said. Ben shrugged and sat on the ground, telling Manny everything, from the meteor, the fight in the park, the bully beat-up, the Fantastic Four/robot fight, the sentinel fight, all the way to tonight's fiasco in the Triskelion.

Manny's jaw dropped at the end, staring with all four eyes. "Man. You're just beating everyone up," he muttered. Ben chuckled and said "Looks that way." Manny stood up and looked at the car. "Wonder how'll they'll react when you tell them," he said. "Too bad I won't be able to see it," Ben said. Manny turned in confusion before getting slammed in the face by a metal pole, blacking out before he hit the ground. "Sorry Manny," he muttered as he dropped the pole he had picked up. S.H.I.E.L.D. knew who he was. If they went after him, they would no doubt hurt his friends, just like they did in the building. Ben wasn't taking that chance. He opened the door to the car and tossed the keys onto Kevin's lap.

"Well, I guess I'm screwed twice," Ben muttered as he walked outside the warehouse and looked at his watch. While his watch couldn't tell time, he knew it must have been around six in the morning. Ben sighed as he walked into the city, waiting for the city that never sleeps to spring back to full life.  
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"YOU DID WHAT?!" Janet Van Dyne yelled at Nick Fury. It was now nine o' clock in the morning at Stark Tower, and Fury had told the Ultimates what he had done. Everyone was surprised, and some looked angry, none more so than the Wasp. Sure, she had been angry that a kid had been evading them, but she also figured there was a good reason. She just didn't like the idea of a kid being chased by the Ultimates. But knowing that Fury had released a psychopathic goblin-creature, she had lost her cool. "It was a last resort. You saw what he did to the team. He even beat Thor! Osborn won't hold back, and we can always say that he simply escaped. It would explain the trashed building we now have!" Fury shot back.

"Maybe Fury, but what if he kills innocent people?! What if he kills that kid?! How do you even sleep at night?!" she shouted. Fury gave a smirk and said "Like a baby." That did it. Wasp groaned in anger and walked off, grumbling something about stinging Fury in places he didn't even know he had. "She's gonna try and stop this, you know," Cap said calmly. Fury turned to the assorted team. Wanda and Pietro weren't there, as they were still recovering from the Baxter Building incident. "I know," said Fury. "You're not gonna stop her?" Natasha asked, wondering what Fury was planning. "On the contrary, I want to see what happens," Fury said as he walked off, leaving the Ultimates more confused than before.

"What the hell was that about?" Hawkeye asked. "I think I can clarify," Tony said. Tony was out of his Iron Man armor, instead wearing a fancy Italian suit. Everyone looked at Stark intently. Tony sighed as he said "Fury enlisted my help in finding out who this kid is. His family, friends, his whole life." Everyone nodded, knowing that's te first thing that Fury would do. "And?" Cap asked. Tony looked up, a dark expression on his face. "There was nothing," Tony said simply. Before anyone could question him, Stark continued.

"The kid has no files. No birth date, no family, no school, no history. This kid doesn't even exist. He's a ghost. Fury could have him killed and no one would care. You can't kill what never existed." Everyone stared in shock. No files? No history? This was something else. "So... What does that mean?" Natasha asked. Hawkeye spoke up next. "It means we're about to set the world record for youngest government agent."  
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It was ten o' clock in the morning, and Ben Tennyson was walking in some alley near Times Square, his destination. He just wanted to relax and pray that no government agents found him. As he exited the alley into Times Square, he had a feeling something bad was gonna happen. He walked by a store that was showing a news flash about the Triskelion. Ben looked and saw pictures of him and his gang on the screen, with the reporter explaining them and their suspect status. The people saw Ben and backed away in fear. "Get out of here, something bad's about to happen," he said quietly, and they all ran off. Perfect timing too.

As Ben turned back to the street next to him, a car crashed in front of him. Well, not exactly crashed. This car fell from the air and impacted the pavement in front of him. It was on fire. Ben turned in time to see a large figure kick him in his stomach, sending him flying through the glass window of a nearby shop. Now people were running and screaming, leaving Times Square an empty shell of its earlier noise and energy. It had become the perfect battleground. Ben got up, slowly. The impact was still taking its toll on him. He stood up and stared in shock at the thing that had kicked him.

It was large and green, with rippling muscles hidden under its purple cloak. The head looked like some kind of Goblin, with pointy ears, red eyes, spikes on the head, and razor sharp teeth. "Norman Osborn," Ben muttered under his breath, waving the glass from his jacket. He climbed through the window he had just crashed through. The Goblin thing cackled "You're tougher than you look." Ben lifted up his wrist, glancing left and right. No witnesses. "You should see me when I'm Diamondhead," he muttered as he smacked down on that exact form. Well, he thought it was Diamondhead, but he would realize his mistake later.

His skin turned dark green and sort of rotted. His body gained mass until it stood six and a half feet tall. His jacket disappeared, leaving him bare chested. His pants turned black and stretchy, and large boots. Ben's hair grew wildly long, and finally, two large metal rods burst forth from his back. Ben stood as a tall creature with metal rods in his back and large muscles. Ben saw the symbol on his belt. He looked up. "Okay, who the hell am I?" he muttered, looking at himself. He didn't get to ponder long, as the Goblin tackled him. The two freaks crashed into a car, and the Goblin started clawing at Ben's skin. Ben yelled in pain and threw a punch.

Ben's fist connected with the Goblin's throat, throwing him off and knocking the wind out of him. Ben looked at himself. "Come on, do something useful," he muttered as he raised his fists. Ben's wish came true, as green lightning bolts shot out of his fists and connected with the Goblin's chest, sending him flying across the street into a limo. Why there was a limousine in Times Square, Ben didn't know. The Goblin got up and started laughing again. "You know, Fury said to take you in alive unless you fought back," he said. Ben charged up his fists, understanding how to use the lightning now. "Well, I'll remember that the next time I see Fury," Ben growled as he charged at the Goblin.

Then the Goblin did something unexpected. It lighted parts of its body on fire. "Oh man," Ben muttered as the Goblin threw a fireball at him. Ben dodged and leaped at the Goblin, fists raised. The Goblin was quick, however, as he jumped while Ben was in mid-air and grabbed him, throwing them both into a nearby building. They crashed through some windows into an office of sorts. Ben kicked the Goblin back out through the window and stood up, checking for injured people. He recognized this building as the Daily Bugle, the newspaper famous for trashing Spider-Man. Suddenly a middle-aged man with a Hitler mustache walked out, yelling at Ben about his office.

"Do you have any idea how much this costs?! I hope you're ready to pay for this, or else I'm gonna sue your ass so hard, you'll be hearing lawyers in your sleep!" the man fumed. Ben was surprised this guy wasn't running away, due to Ben being a six and a half foot tall alien. Ben shook his head in annoyance and jumped out the window after the Goblin. He landed on the ground and created a small crater, looking around for the psychopathic rich man. Then he heard cackling from above and turned to see the Goblin descending upon him. Ben let out a large pulse of electric energy, knocking the Goblin back. Ben leaped over to the Goblin and grabbed him by his cloak.

"Fury sent you after me, huh? Why would you help him? I heard what he did to you on the White House lawn, how they deformed you and took you away from your son. You really want me to be the one you fight?" Ben asked, trying to stop this battle. His words struck deep, as the Goblin started to hesitate. Then the Goblin resumed its menacing smile. "Nice try kid, but I'm still taking you back to Fury. Then I'm gonna kill him, the Ultimates, and than that pest Spider-Man," he growled. He then kicked Ben off of him and lit himself back on fire. Before either could attack, some white sticky fluid attached to them from the air. Both looked up and saw a familiar costume with the fluid coming out of his hands.

"Spider-Man," Ben and the Goblin growled at the same time. "Norman?! I thought S.H.I.E.L.D. locked you up?" Spider-Man shouted, not paying any attention to the large electric monster behind him. The Goblin gave an evil grin and said "This is perfect! Now I get to kill you and take this kid back to Fury!" Spider-Man looked at Ben and said "That's a kid? Geez, steroids are really messing people up." Ben ripped the webbing off him him and Norman burned his off. Spidey jumped at Osborn to deliver a punch, but the Goblin grabbed his fist and smashed him into a car nearby. Spidey was knocked out.

The Goblin advanced on the bug, claws outstretched, when Ben shot a bolt of lightning at Osborn's head. It connected, smashing Osborn into a building. "Man, Times Square's gonna be the new junk yard when we're done," Ben muttered as he advanced, only to be hit from a fireball thrown from the building. "You're interrupting my revenge," the Goblin growled, not smiling anymore. Ben grinned, knowing he had leverage over the Goblin, and he wasn't about to let it go. Ben leaped at the Goblin and delivered a punch to his stomach. "Whassa matter Osborn? Can't decide between payback and your deal with Fury?" Ben said, trying to piss him off. It worked.

The Goblin jumped up and grabbed him by the throat. "Shut up," he growled. Ben gave a grin. "You know, you need to learn to control that anger. Otherwise you'll make an obvious mistake. For instance..." Ben said as he grabbed Osborn's wrists. Ben then gave off his biggest electric discharge yet. The Goblin howled in pain, his body contorting from the lightning. Ben dropped the charge and threw the Goblin at Time's Square's large video advertisement screen. The Goblin crashed into it, causing a large electrical explosion when he broke the glass. Large sparks that resembled fireworks shot out, and Ben gave a smile of victory.

The Goblin fell from the tower, changing back as he went, landing seconds before returning to normal human form. Ben turned to where Spider-Man was knocked out. Ben grabbed him and slung him over his shoulder, then he walked over to Osborn, grabbed him by the neck, and leaped, trying to figure this all out.  
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Ben stopped his leaps after landing on some apartment building. Ben looked around before dropping both of his passengers onto the roof. Ben looked at Spider-Man, wondering what would happen if he woke up. But before he did, Ben did the unthinkable: He took off Spider-Man's mask. Something seemed familiar about the brown hair and nerdy face before Ben recognized him. He gasped in surprise as he saw the kid that he protected at the high school. Ben started chuckling. "New York's most famous hero is skinny nerd teenager," he said as he continued laughing. Then he heard a moan, and Spider-Man, alter ego Peter Parker, opened his eyes to see the large creature before him holding his mask.

"What's going on?" he asked as he sat up, rubbing his head. Then the full effect of the situation hit him. "Hey man! Why's you take off the mask?!" Peter yelled as he snatched his mask out of Ben's hand. "Relax web-head, I'm not gonna tell. I don't even know your name," Ben said as he sat down on the ledge of the building they were on. Peter turned and saw Osborn lying there. "You did this to him?" Peter asked as he put his mask back on.

Ben chuckled and said "Yeah, but don't go by Times Square for a few days. We destroyed that place." Peter gave a chuckle and said "So, are you on my side?" Ben looked at him and shrugged. "Well, if we are, I guess it's only fair to do this...," he said before hitting the switch on his belt. Peter saw a green flash, and standing there was the kid in the green jacket who had beat up Flash Thompson. "You!" Peter said in surprise. This was the last person he expected to see. Ben shrugged again and gave a grin, saying "Yep, me, the guy who beat up your bully for you. How is he, by the way?"

Peter started laughing and said "He has a bandage on his nose and talks in a funny way." Ben nodded and said "You got a name?" Peter paused a moment before saying carefully "Peter Parker." Ben gave a smile. "Ben Tennyson," Ben said. Peter held up his hands and said "Your name is Ben? I had an uncle named Ben. He's the reason I became Spider-Man." For about ten minutes they talked like old friends, Ben telling about his gang, the watch, and the adventures of the past few days. Peter told about his family, school, girlfriend, and his own adventures. The whole time they did this, they left Norman Osborn lying unconscious. They also didn't notice the insect-sized woman fly into Osborn's ear.

"Well, I gotta go. My boss is pissed you trashed our building," Peter said, pointing his thumb in the direction of Times Square. "Loud, middle-aged, Hitler mustache?" Ben asked. Peter nodded and smiled under his mask. "Well, I guess I'd better give Fury his pet back," Ben said, glancing at the beaten millionaire lying a few feet away. "See you 'round Pete. I might drop by, say hi to your two girlfriends," Ben said in a joking tone. Peter rolled his eyes and said "I told you. MJ's my girlfriend and Gwen's like my adopted older sister." Ben chuckled as he activated the watch and turned the dial. "Wanna see something weird?" Ben asked. Peter shrugged and said "Can't be any weirder than everything else in this city."

Ben slapped down on the watch. Peter saw a green flash again and saw a blue monkey with four arms, four eyes, and a tail. "This is Spidermonkey, your distant cousin," Ben said in that high-pitched happy voice that Spidermonkey possessed. "Dude, I could so sue you for that," Peter said, happy that he found a fellow hero with his sense of humor. "Well, gotta go. Don't destroy anything else," Peter said as he jumped from the building and swung away. "No promises," Spidermonkey muttered as he picked up Osborn and walked to the edge of the building, his face becoming serious once more.

"Let's end this, Fury," Ben said as he spun a web from his tail and jumped, web-swinging for the first time. "Yeah!" he shouted in exhilaration, Osborn still knocked out over his right shoulder. Ben kept detaching webs and spinning them, enjoying his time until he reached the Triskelion, where he would give Fury a piece of his mind. And his foot.  
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**Okay, I feel that this chapter was a little rushed, but I must say, I'm proud of it. This is probably one of my favorite chapters, although I had my doubts about adding the Frankenstein dude, whom I still don't have a name for. Any hints for Frankenstein's name?**

**In case you wondering, Wasp's "stop to this" will be fully explained next chapter. Which will also be epic. Remember to review, people!**


	12. SPARTANS! Prepare For Battle!

**Okay, now for the long-awaited twelfth chapter. Now, in this chapter, I have to wrap up a few things, including the two aliens stalking Ben and the introduction of Vilgax. And what did Ben do with Norman Osborn? Now it's September 13, 2006.  
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An extraterrestrial blue dinosaur-like creature stood in Central Park in the middle of the night. On his left wrist was a mini supercomputer that received travelling information. As Blurr examined the screen, he heard a sound behind him. "What took you so long, Tetrax?" he asked without turning around. Tetrax, a large form wearing black armor with a pistol strapped to his side and a helmet that covered his head walked up. "Had to wipe the memory of a kid who saw me. Started crying when he let his balloon go," Tetrax said in an annoyed tone. Blurr just chuckled.

"Anyway, found any Vilgax reports?" Tetrax asked, sitting on a nearby bench. Blurr shook his head and said "No, he's still slipping through our fingers, even though he's a about fifteen feet tall." Then Tetrax heard a sharp intake of breath from Blurr. Before he could ask, Blurr said "A few bounty hunters have been hired by an unknown client, and it appears they're coming to Earth." Tetrax stood up and groaned "Not Kraab and Sixsix again." Blurr nodded and lowered his wrist, the computer shutting off. "Well... I guess it's time," Tetrax muttered.  
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_The Next Morning..._

Benjamin Tennyson sat on a bench in Central Park, not too far from where the meteor that carried the watch had crashed. He was thinking about things. Like how Nick Fury had sent a powerful psychopath to capture him, dead or alive. What the hell is wrong with the government? Shouldn't somene have thrown up a red flag or said "_Wait, isn't this wrong?"_ Ben sighed and rubbed his temples. "Looks like you're starting to crack," a voice said next to him. Ben looked to his left and saw an Asian woman wearing a one-piece black and grey outfit and fingerless gloves. "Janet Van Dyne, codename Wasp. You here to take me in?" Ben asked, not really caring. To his surprise, Wasp shook her head.

"No, arresting kids isn't part of my job. I'm here to help," she said, crossing her arms. Ben glanced at her and said "Yeah, sure. I would believe that, but it would reinforce the stereotype that all teens are morons." Wasp held back a laugh and leaned against a tree. "Look, I know you don't trust me, and you probably never will, but here are the facts: You're on the run, you have nowhere to go, and it's only a matter of time before Fury finds you again. And if he does, I doubt he'll try and take you alive," she told the adolescent in front of her. There was a slight pause, and Ben said "You know, for a government agent/hero, you don't understand the concept of fishing." Wasp looked confused, and Ben continued.

"There's always bait, and then the muscle that pulls in the fish." Wasp didn't understand until she felt a hand on her back and a very powerful surge of pain throughout her body. As she started to lose consciousness, Ben said "Sorry." As Wasp fell to the ground, Ben looked at the brunette girl behind her. "Thanks Rogue. Sorry for dragging you out here this early," he said, a sheepish look on his face. Rogue smiled and said "Don't worry about it. It's the least ah could do after you saved mah life." Ben nodded and said "Consider us even, then. Was she telling the truth?" Rogue concentrated a little and said "Yeah, she was. She wants to help ya out. She's also really pissed at Fury for releasing Osborn."

Ben nodded again and said "Alright, now that we've knocked out a potential ally, any idea what she was thinking?" Rogue concentrated again and said "She had a plan to stop Fury. It's simple, but it maht work." Ben listened as Rogue gave him the plan. It seemed, like Rogue said, very simple, but Ben knew that it could work. He just had to call in a few favors. As if reading his mind, Rogue said "I'll talk to the X-Men, see what they wanna do." Ben smiled and said "Thanks. Guess that means _I _owe _you_." Rogue chuckled and said "Think nothing of it. Besides, we're still mad at the Ultimates for attacking us that time." Ben knew what she was talking about, back when Magneto blew up the bridge, and Ben's gang lost David...

Rogue and Ben discussed the plan and what they were gonna do, and then they went their seperate ways. Ben asked if she wanted a ride back to Westchester, but she turned it down. As Ben walked away, he smiled at two things: 1) He might finally get S.H.I.E.L.D. off his back. 2) He couldn't stop thinking about Rogue's smile...  
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Wasp woke up about two hours later on a park bench. She had a massive headache. "Damn kid needs to learn a thing called trust," she muttered as she sat up. She rubbed her head with her hand and noticed a sticky note attached to her wrist. She pulled it off and read: "SORRY ABOUT KNOCKING U OUT. CAN'T BE TOO CAREFUL. YOUR PLAN IS IN MOTION." She blinked in surprise, and then smiled. "No problem kid," she muttered as she stood up, ripping the note into pieces. Then she shrunk herself and flew off, hoping that the plan worked.  
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In some random warehouse, five mutant kids were talking about their future plans, though some were still upset at their friend's "betrayal". Kevin cleared his throat and said "Alright, now I heard this shop in northern Manhattan is beating up mutants who come too close by. We should strike tomorrow night and then...", but before Kevin could finish, there was a knock on the door nearby. Kevin glanced at Cessily and twitched his head towards the door. Cessily nodded and walked towards the door, extending her right hand into an axe shape while reaching for the door handle with her left. She quickly pulled open the door and lifted her axe hand, but stopped in surprise at seeing who was standing in the doorway.

"I take it you didn't miss me?" Ben asked with a cocky grin on his face. Cessily turned her hand back to normal and wrapped her arms around Ben, giving him a big hug. He hugged her back, and then noticed the look of shock on everybody else's face. As he released Cessily, Helen ran to him and gave him another hug. When she let go, the others walked up. "Where the hell have you been?" Alan asked, annoyed. "Well, Mom, I was just relaxing, taking a vacation, fought a bad guy while trashing Times Square in the process... You know, fun stuff," Ben said, a smile on his face. Everyone except Kevin had a shocked expression on their face.

"Doesn't matter, Tennyson. You walked out on us, and there's no re-admission. Hit the road," Kevin growled. "What?!" Helen shouted in anger. Everyone else was shocked, too. Ben had been their only human member, and one of the longest at that. Ben sighed and said "I figured you wouldn't take me back, which is why I have no choice... But to challenge you for leadership of this gang." Everyone, including Kevin, gaped at Ben. No one had ever challenged Kevin's leadership before. He was considered the best hand-to-hand fighter that wasn't a mercenary or government agent. While his skills might be better, Ben's reputation was more well-known.

"Alright, Tennyson. I accept your challenge. If you win, you're the new leader. But if you lose, you're expelled from this group forever, and you'll never hear from us again," Kevin said, explaining the standard rules of a leadership challenge (it was considered mutiny, so even if they were still in the gang when the challenge was issued, they were still thrown out). Ben nodded and asked "With or without powers?" Kevin chuckled and said "You don't _have_ any powers Tennyson! Why would you ask that question?" Ben turned to Manny and asked "You didn't tell them?" He shook his head. Ben chuckled. Manny was considered the most loyal member of the group, always acting for the good of the whole.

Kevin knew he was missing something, so he said "Alright, with powers. I wanna see what you can do." Ben shrugged and said "Sure, whatever."

So the gang found a big empty spot in the warehouse where Kevin and Ben could duke it out. Alan, Manny, Helen, and Cessily sat on a tall pile of crates, watching from afar. Kevin absorbed the properties of the floor, giving him steel coating. Ben looked at his watch and activated it. He turned to a form he had not yet used. "Don't let me down," he muttered to the watch as he slapped down.

The green flash activated, and the first thing that happened was Ben's skeleton shrinking, making him two feet tall. Then he felt his head grow, and his mouth widen. His skin turned milky-white, and some kind of headphone shaped device showed up where his ears should be. The flash died, and Ben shouted, in a heavily distorted voice, "**ECHO ECHO**!" Kevin looked at him, and, after a pause, started laughing. He couldn't seem to stop, and it was starting to annoy Ben. Then Kevin stopped laughing, and the "audience" gasped. Ben didn't know what they were surprised about, but they seemed to be looking behind him. He turned, and almost screamed. Standing there were six more of the alien he was now.

"What the hell?" he muttered, and the aliens just shrugged. "Multiplication?" he asked them. They nodded. "Anything that could take him down?" Ben asked, pointing at Kevin, who was just staring in shock. The clones all held up a finger, which meant "wait a second". Then they got in two pairs of three and stood on either side of the original. Then the six clones opened their mouths and screamed. But the scream turned out to be an attack, making some kind of shockwave that sent Kevin flying into a pile of irons nearby.

"Sweet," Ben said, knowing what he could do now. Kevin got up and absorbed one of the irons he had been knocked into. Then he took the iron he had just absorbed and threw it at one of Ben's clones. It hit the clone in the head and knocked it out cold. "Big mistake," Ben growled. Then he and his five remaining clones opened their mouths and let out another sonic scream. Kevin, however, leaped over the screams and grabbed onto the rafters int the ceiling. Ben couldn't see him.

"Oh crap, now wh--" Ben started, but then he got an idea. He turned to one of the clones and said "When I say jump, you jump." The clone nodded. Then Ben and the clones formed a group, making sure Kevin didn't get anyone alone. Then they heard a grunting sound from above. Then a sharp piece of metal the size of a horse was sent flying towards them. Ben shouted "JUMP!" and the clone jumped into the air. Then Ben and his clones all screamed at the back of the clone that had jumped and propelled him through the air. The flying clone then screamed at the giant metal spear, knocking it back up, which caused it to get lodged into the ceiling. The clone, still airbourne, then made four clones, and all five landed on the rafters. Ben and the clones on the ground couldn't see anything, but the heard Kevin's grunting and a few sonic screams.

Not too long after, Kevin and three clones fell from the rafters and landed on the ground. Hard. Kevin groaned as he tried to sit up. Even covered in iron, a person can be pretty sore after falling from warehouse rafters. The clones that fell with him were unconscious, but alive.. Then Ben and his remaining clones surrounded him in a circle. The two left on the roof stood directly above him. Kevin looked and saw he was trapped. "Game over," Ben said, then he and his clones let out one final sonic scream. Kevin was hit from all sides with sonic screams, including the rafters. His iron coating was actually being desolved. He finally couldn't take it anymore, and passed into unconsciousness.  
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Kevin woke up with a major headache. He sat up, groaning and rubbing his head. He turned and saw Ben and the gang standing there, watching him. "How long was I out?" he asked. "About ten minutes," Alan said, a small smirk on his face. Kevin groaned again and shakily stood up. "Sorry about going all out on you, but I'm in a rush," Ben said, shrugging his shoulders. Kevin muttered something under his breath and said "Alright, I now proclaim you leader of our gang, or whatever. Now tell us how you did that."

So Ben spent the next hour telling about the watch and his little adventures. At the end, when the gang fell back into reality, Helen said "Whoa," which pretty much summed up what everyone was thinking. Ben nodded and said "Yeah. Whoa." Then Manny spoke up. "Alright, now why did you hit me over the head with a shovel?" he asked, rubbing the back of his head. "Well, I figured I had to get as far away from you guys as possible, and I knew you'd try to stop me leaving. Sorry about that," Ben explained, smiling sheepishly. Manny thought about this, and said "It doesn't make sense that you'd run away, though."

Ben sighed and said "Think about it! If Fury tracked me down and I was with you guys, he'd take you down. Hell, he'd probably kill you, or use your lives to threaten me into surrendering to him!" Everyone knew he was right, and no one pushed any further. "Okay, now that you're leader, what do you want us to do?" Kevin asked. Ben smiled as he laid out his plan. "Are you sure about this? It seems kind of half-assed," Cessily asked. Ben shrugged and said "Maybe, but it's better than nothing." So Ben told everyone what to do and where to go, and then he departed, leaving Kevin in charge. "Well, tomorrow's gonna be real interesting," Alan said, everyone nodding.  
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_The next day, 3:00 PM_

Ben Tennyson stood in an alley a few blocks away from Central Park. A voice in his head asked {Ready?}. Ben thought back {Always}. Then he looked down at his watch and activated it, spinning it to his twelfth and final form. He smacked down, and a green flash lit up the alley. Ben felt his body grow orange fur, and then his arms became large and clawed, like a mix of a lion and gorilla. Then his feet became the same as a lion's, bent and clawed. Then his eyes disappeared. Ben was scared that he wouldn't be able to see, but then the transformation ended with his teeth becoming razor sharp, and the flash died down, Ben yelling "GROOOOOOWWWARR!"

Okay, so Ben couldn't speak in this form. That was the first thing he realized. Then he realized he could see. Kind of. Ben sensed heat signatures and solid structures in a radar-type way. {Hehe, you look like some dog-gorilla thing. Or some wild mutt} Jean told him. {Haha, funny. Remind me to mark the plants back at the mansion} Ben thought back, which made her chuckle. {You know the plan. As soon as the choppers come, you're in} Ben thought, and Jean understood. Ben then jumped into the street at the end of the alley and roared. The effect was instantaneous: People started running away and screaming. Cars crashed and people jumped out of them, running with the crowds.

Ben had to admit, this was kinda funny. People were so predictable. Then he jumped onto the top of a nearby semi, then onto the three-story-high building next to it. He stood at the edge of the building, then let out another roar, leading to more screaming and cars honking. Ben smiled in his crazy dog form way. After about five minutes, Ben's radar sensed helicopters approaching. Ben could tell by the armed gunmen in the choppers that they were police choppers.

They arrived and started hovering over him. "NYPD! Down on the ground, NOW!" an amplified voice said. Ben responded with a roar, and then leaped onto one of the choppers, landing on the bottom and using his claws to stick to it. Ben's advanced hearing let him hear one of the pilots say "He's on the bottom, waste him!" Then Ben did an acrobatic trick that got him on the side of the chopper, with the side doors open. Ben swung his giant arm and knocked out the gunman, then flipped under the chopper and lunged toward the second chopper. Unfortunately, the gunman took a shot, hitting Ben in the shoulder. He roared in pain and missed his lunge, instinctively grabbing onto one of the landing rails on the bottom. Unfortunately, the force of falling led to the chopper going down with him. Ben and the chopper landed on a building about a block away from where he transformed.

The pilot of the crashed chopper saw the orange dog-creature leap onto another building and disappeared. The pilot knew what he had to do. "I think S.H.I.E.L.D. should handle this," he said into his headset.  
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Nick Fury was listening to the report of the police chopper attack. The pilot had managed to describe many details about the dog thing, including the symbol on its left shoulder. When the soldier was done telling him, he left, leaving Fury alone. "This doesn't make sense. Why would he go full frontal assault after laying low?" he muttered to himself. But that problem would be solved later. For now, Fury had a chance to get this kid, and he wasn't about to waste it. The soldier had said the kid was heading to Central Park, so he would be there, with the Ultimates, ready to end this thing once and for all.  
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Peter Parker was sitting in his room (it was currently 4:00) finishing his homework when Gwen walked in and turned on the TV. "You see what happened on the news?" she asked, sitting on the couch. Peter shook his head and looked up. Apparently someone with a camera phone (which everyone had now) had recorded some attack on a helicopter by an orange dog-gorilla thing. Peter looked on with interest, wondering if it was a Spider-Man problem. Then the camera paused, and Peter got a good look at the creature. And the symbol on his shoulder.

"Man, looks like the police got their asses kicked!" Gwen shouted, turning to Peter. But Peter wasn't there. He seemed to have run off. "How does he do that?" she muttered, turning back to the TV and chuckling at the cool dog-thing.  
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Nick Fury stood in Central Park, two submachine guns in his hands and multiple other weapons on his body (don't think pervertedly, don't think pervertedly), the other Ultimates searching the area. Scarlet Witch, Quicksilver, Captain America, Iron Man, Thor, Black Widow, and Hawkeye were there. Wasp could not be found, however. Anyway, Fury searched around Central Park before he found a large clearing, which had a path with a few benches. On one bench sat the kid they were looking for. "Ultimates, this is Fury. I've got him, lock in on my coordinates but don't attack till I give the signal," he said into a little speaker in his ear.

The kid turned and saw Fury standing a few yards away with some big guns in his hands. "About time you got here, my butt was falling asleep from sitting on this uncomfortable bench," the kid said, a cocky smile on his face. Fury scowled and said "You really think you're gonna get away again? We called in the Fantastic Four, and they'll be here any minute. They're still ticked about that beating you gave them." The kid chuckled and said "So that gives you how many people? A dozen? Still won't be able to take me in." Then Ben Tennyson heard a few leaves rustle behind him.

"Your stealth is pretty sucky for a special government super-team," the kid said, hoping to get on Fury's nerves. It worked. "Kid, last chance. You're all alone against a dozen powerful heroes. You can come quietly, or we can beat you up and take you in like a prisoner. Either way, I win," Fury said, giving the cliched ultimatum. "Two things, Fury. One, the name's Ben. Got it? Second, who in the hell said I was alone?" Ben said, getting up. Fury sighed and waved his hand. Captain America, Black Widow, Quicksilver, and Scarlet Witch appeared out of the foilage behind Ben, trapping him. In the air were Thor and Iron Man, blocking any flying escape attempt.

An arrow shot out of some nearby bushes, aiming at Ben's heart. The arrow, however was stopped in mid-air, and seemed to be floating an inch from Ben's heart. "Told you I wasn't alone," Ben said grinning and grabbing the arrow from the air. Next to Thor and Iron Man appeared Jean Grey, Angel, and Storm. From the bushes and trees emerged Cyclops, Wolverine, Colossus, Shadowcat, Rogue, Iceman, Nightcrawler, and that girl with the spiky hair from the Capitol Building attack. "What the hell are you doing here?!" Fury asked angrily. Wolverine stepped up and growled "You're making a mistake Fury. You're attacking a hero, and a friend of mine."

Fury looked surprised, as he had never heard Wolverine refer to anyone as a friend. "Nevertheless, that kid is wanted by S.H.I.E.L.D., and we're taking him with us. By any means necessary," Fury said in a warning tone. In response, Wolverine ejected his claws, Colossus activated his steel skin, and Iceman coated himself in ice. Then, out of the air came a fireball that landed near Wolverine's feet. Everyone looked up and saw the Human Torch flying towards them, a battle-ready look on his face. From the edge of the clearing came the Invisible Woman, Mr. Fantastic, and the Thing.

"Alright, Fury, we're here. Where's the alien?" Richards asked, excited. Fury motioned his head in Ben Tennyson's direction. The Fantastic Four's faces showed their surprise. "You're kidding, right Fury?" Thing asked as he looked at the teenager. Reed Richards stretched his upper body adn came within a foot of Ben Tennyson and started examining him. The kid rolled his eyes and said "You don't think a teenager could whip your asses? You guys were probably my easiest fight ever." Ben Grimm growled and said "That's him." Reed stretched back to normal and said "Fascinating." But Sue Storm looked indecisive. She didn't want to attack a kid.

"Well, now that everyone's here, care to surrender?" Fury asked. Ben grinned and said "Not everyone's here." On cue, a blue blur surrounded Ben, cutting him off from the Ultimates. The blur stopped and there stood Helen, ready to fight. Then, opposite from where the Fantastic Four emerged, came Ben's gang. Cessily, Kevin, Alan, and Manny were all powered up. Kevin had absorbed some metal off a park bench, and Alan was in his fire form. "Okay, _now _everyone's..." Ben started, but before he could finish, out of the woods came a red blur, which landed right next to Ben. It was Spider-Man. "What are you doing here?" Ben asked. "Apparently I didn't get the memo about the big superhero self-help meeting," Spidey joked.

"Okay, now that every freakin hero in New York City is here, I think it's time we settle this," Ben said, locking eyes with Nick Fury. The tension in the air could be cut with a knife. The X-Men and Ben's gang were side by side, watching the Ultimates and Fantastic Four carefully. Likewise, the FF and Ultimates were watching Ben, making sure he didn't pull any funny moves. "Alright. Ultimates, get ready," Fury said, turning off the safety on his guns. Everyone was ready to fight, not knowing the danger that lurked outside of their world.  
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Out in space, no human technology could ever pick up the giant ship that hovered above the atmosphere. The ship was huge, bigger than a S.H.I.E.L.D. helicarrier. However, it was severely damaged, with a large chunk blown off by an enemy ship's blast. Inside the ship were cybernetic henchmen working to repair both the ship and their almost dead leader. One of the henchmen walked up to a container in a large round room. "Lord Vilgax, the bounty hunters are here," the lackie said to the large container. A microphone inside let the henchman hear a deep, gurgling voice say "Send them in." The henchman nodded and exitted the room. Then walked in the bounty hunters.

Kraab was a pretty insane mercenary who loved his job. He had gold-brown armor, with four skinny legs at the bottom. Actually Kraab is over 95% metal and cybernetic parts from a lot of injuries in his field of work. His left arm is pretty much a giant pincer equipped with all kinds of weapons, while his right is normal. His helmet has a sideways mouth, and two yellow eyes taht let him see out of his helmet.

Sixsix is a different story. While he too loves being a bounty hunter, he is still organic. He refuses to speak the galactic language (basically, English) and speaks in the language of his homeworld. Sixsix's armor is mostly purple, except for his hands, shoulders, legs, and helmet. He has a built in jetpack, and carries many weapons on hidden pouches on his armor. Sixsix's helmet covers his whole face, but has an almost X-shaped purple shape on it, which lets him see.

Sixsix and Kraab were feared throughout the galaxy as one of the best bounty hunter teams. They're almost always hired at the same time, and they have excellent teamwork. "Hey Vilgax, long time no see!" Kraab said in an almost mocking way. Vilgax glared at Kraab, but saved the insults for later. "Well, gentlemen, it appears I need your services once again," Vilgax said in his cold, feared voice. "What's the job?" Kraab asked, clenching his pincer in excitement. "I need you to retrieve the Omnitrix from Earth," Vilgax said. "Whoa, whoa whoa! The Omnitrix? I thought that was just a legend!" Kraab said in surprise. Sixsix remained emotionless.

"I assure you, it is all-too-real, and some maggot human on Earth is using it against me! He's already destroyed one of my mechs!" Vilgax told them, his voice growing fierce. "Okay, we would do it, but here's the problem: What about Earth's heroes? Ever since the Chitauri were slaughtered because of the human heroes, no one wants to go to Earth and pick a fight. It's suicide!" Kraab protested. Then Vilgax started chuckling in an evil way. "You need not worry. I've arranged for some backup. You will receive seven upgraded mechs to assist you. But that's not all..." Vilgax began, and then a door opened in the side of the chamber.

Through the door walked some kind of cyborg. It was shaped in a female way, with curves. Its body was a mixture of red and silver. Its arms had revolving guns and blades on them. Its knees, feet, shoulders, and arms were silver, with sharp fingers. Its head was round, but its eyes were strange. They looked like two orange slugs going downward in a slanting motion. It looked dangerous. "Gentlemen, this is Alkhema," Vilgax said, a sense of satisfaction growing in his almost destroyed chest.  
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**Okay, I must apologize for the wait, but I had to rewrite this chapter six times before I got it the way I wanted it. Now then, I have given you plenty of hints in this chapter to prepare you for next chapter, which will basically be full-blown war.**

**Prepare for... THE BATTLE OF CENTRAL PARK.**

**And what did Ben do with Norman Osborn?**


	13. Battle of Central Park

**Okay, time for one of the greatest battles in Ultimate Marvel history. And a small cameo by a Ben 10 Alien Force character. If claytheamazing is reading this, you better be grateful.  
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You could say the day started out normally. Of course, that wasn't true. The day had been planned out by a fifteen-year-old with an alien watch and a green jacket. And the climax of the plan was occuring in Central Park. As soon as everyone realized this wasn't going to end peacefully, all hell broke loose.

Quicksilver had been the first to react. He ran full-speed with his fist raised toward Ben, but he hadn't expected a blue blur to knock him out of the way. And so, the battle had begun.

Ben activated his watch and smacked down on an old form. He felt his skin turn green and leafy, his head became red and spiky, and his body grew six feet tall. As the green flash died, Swampfire lit his hands and grinned. He dove toward Captain America, who blocked a kick with his shield. Then everyone seemed to get into smaller battles.

Spider-Man didn't want to get into this fight, but he did try to intervene at some points. It wasn't working.

High in the air, it was taking everything Jean and Storm had to take on Thor, and it wasn't going to well. Alan was fighting the Human Torch, both flying through the air and sending fireballs at each other, with limited success on either side. On the ground, things were ten times worse.

Everything was chaos, with enemies and allies leaping all around. The battles, basically, were as follows:

Colossus vs. Thing  
Cessily vs. Mr. Fantastic  
Rogue and Dazzler vs. Black Widow  
Helen vs. Quicksilver  
Shadowcat and Nightcrawler vs. Scarlet Witch  
Manny and Iceman vs. Invisible Woman  
Cyclops vs. Hawkeye  
Wolverine vs. Iron Man  
Kevin vs. Nick Fury  
Ben vs. Captain America

Helen and Quicksilver were tearing up the ground, running after each other, dodging other fighters, and fighting in speeds faster than the human eye could ever see. Helen was holding her own against the older fighter, mostly because of her combat training (taught by Ben and Kevin) and her tail, which also acted as a sneak offense.

Cyclops and Hawkeye were likewise equal fighters (with the exception of Cyclops's eyes), both throwing punches and kicks that the other would block and counter with. Cyclops would shoot a blast from his eyes every now and then, but Hawkeye would dodge and try to get in a good punch or kick.

Scarlet Witch was a very powerful mutant, which is why Nightcrawler and Shadowcat were having difficulty fighting her. Kitty would phase through red blasts of energy, but they would weaken her severely. Kurt teleported toward Wanda and engaged in hand-to-hand with her. She was still a novice in it, but she still had her "good luck". Kurt was just thankful for his Danger Room training. But neither one's heart was in it. Kurt didn't want to fight a girl (especially a very attractive one), and Wanda didn't want to fight a kid (who looked kinda cute with the blue fur).

Cessily and Mr. Fantastic's fight was arguably the weirdest. They both stretched and elongated their bodies, throwing punches shaped like hammers and using their bodies to try and trap each other.

Colossus and Thing, the powerhouses of two teams, had probably the most powerful fight. Each punch was delivered with severe power, and both of the warriors were getting tired fast.

Rogue and Dazzler, both outcasts, were fighting the infamous (and dangerous) Black Widow. Most people would expect it to be easy, but this was not the case, given Natasha's many weapons and years of fighting. Dazzler's sound bolts were failing, and Rogue was finding it difficult to get close enough to touch the Widow and knock her out.

Wolverine was growling, his animal instincts taking over as he dodged Iron Man's repulsor blasts. Logan was dodging both lasers and the other fighters. Iron Man was growing frustrated at the fact that he kept missing, even though he always boasts about being a "crack-shot".

Now, what few people knew is that the Invisible Woman is one of the most powerful superhumans on the planet. Her powers over force fields could block almost any attack, which is why Manny and Iceman were having difficulty even getting near her. Manny, of course, was punching the shields with everything he had, and Bobby Drake was blasting ice chunks the size of footballs. Sue Storm knew she couldn't keep this up forever as she fell to her knees in exhaustion.

Kevin and Nick Fury were having their own "discussion", which seemed to be going either way. Kevin, in his steel form, was doing some good damage to Fury, but Fury was using his guns do wear down Kevin's armor, bit by bit.

But the fiercest, fastest, and deadliest battle was raging between Captain America and Ben Tennyson/Swampfire. Ben was throwing fireballs that Cap kept blocking. Then Ben jumped forward, throwing a kick that knocked Cap's shield off of his arm and into a nearby tree. Stunned, he wasn't able to block the punch Ben through that knocked off his helmet. Cap wiped the blood off his mouth and said "I'm kind of mad now." Then he threw a kick that Ben wasn't expecting that went right through his upper chest. Cap's face reflected his surprise, as his foot was now lodged in Swampfire's body. "Deja vu," Ben muttered as he grabbed Cap's leg and flipped him into the air before slamming him into the ground.

Kevin ducked under a punch that Fury threw. Kevin quickly grabbed his arm and threw him into the air, where Fury managed to see Thor beating Jean Grey and Storm. Fury landed next to Mr. Fantastic and Cessily, whose stretching powers were being pushed to the limits. Fury saw that the fighters were getting tired. He knew the fighting was going to end soon. That was when the tide of the battle changed.

"Surrender fair maidens, and I'll let you live," Thor said, lifting his hammer. Storm was panting from exhaustion. She couldn't keep calling up all these attacks! Lightning, wind, nothing worked! Even Jean was having difficulty. Then Thor sensed a great power coming from the redhead. "Odin's blood," he muttered as Jean became covered in a burning aura. "**Odin got nothing on me!**" Jean said in a voice full of power as she let out a blast of psychic energy in Thor's direction. He tried to defend himself, but it was too much. He cried in pain as if his body was on the sun (it wasn't, of course). He fell to the ground, his hammer going with him.

Storm looked at Jean in surprise and fear. Jean had gotten like this before, and she had ended up killing two helicopter pilots. What was to stop her from doing that to Fury's team? But Storm had no need to fear, as the aura died down, leaving Jean Grey unconscious and falling through the air. Luckily she landed on a web made between two trees by your Friendly Neighborhood Spider-Man.

Swampfire delivered a back fist to Cap that sent him into a tree. Spidey swung by and said "Ben! What the hell are you doing?! This isn't the right way to settle this!" Ben shook his head and said "You know Fury. He won't stop until he slices my arm off and uses the watch as a weapon." Spidey was about to retort when he was pushed out of the way by Ben. When he landed, he looked up in time to see a bench being slammed into Swampfire's chest. Ben managed to hold his ground, but Cap jumped up and delivered a kick to Swampfire's face that did manage to knock him down to earth. Before Cap could deliver another blow, a web wrapped around his arm and pulled him back.

"Come on guys! We need to stop fighting!" Spidey said, though in vain. Cap ripped the webbing from his hand, and Ben managed to pull the bench out of his body. Cap charged again, and Ben leapt toward him, the two determined fighters colliding in mid-air.

The battle was waging so powerfully that no one noticed the two figures standing a few yards away. "Now?" asked the large one wearing armor. "Might as well, they're killing each other before Vilgax can," said the small dinosaur-like alien. The big one pulled out his blaster and aimed it at the middle of the battlefield. He fired one shot.

A large explosion occured that knocked the fighters into the air, including Helen and Quicksilver. Everyone except Ben, Spider-Man, and Captain America was hit by the explosion. As everyone struggled to get up, a figure emerged from the smoke. He was wearing large black armor and had a small green triangle on the helmet. "Stop this useless fighting! We've got bigger problems," said the large armored being. The first person to react was Ben Grimm, who was ticked about being blown away by some punk with armor and fancy weapons.

He threw his fist forward, and the armored guy grabbed his hand before it could hit. Ben was amazed at this guy's strength. "Back down, Ben Grimm. I don't want to hurt you," he said as he released Grimm's fist. Before anyone else could move, the armored guys helmet was blown off by a force field. Susan Storm was on her knees with her hand held out in front of her, and a small smile on her face. Everyone looked at the armored guy, and the most surprised of all was Ben Tennyson. The armored guy was Diamondhead. Or the same race as Diamondhead. "Oh man," Ben muttered as he looked at the alien creature. "I wish you hadn't done that," the Diamondhead guy said as he gazed at the Invisible Woman.

Nick Fury aimed his guns at the alien's head and said "What do you want?" The large emerald creature said "I'm here to protect the wearer of the Omnitrix." Fury raised his eyebrows and said "The what?" Ben spoke up next. "The watch thing I'm wearing, right?" The Diamondhead guy nodded and said "Yes, and you are in danger. We have to-", but before he could finish, another large explosion occured nearby. "RUN! NOW!" the alien said as he pulled out his blaster. But Ben did not heed the warning. Neither did any of the other heroes there, as they all got to their feet, expecting another difficult battle.

Then everyone's mouths dropped as they saw their new opponents. Seven giant robots emerged from the trees. The Fantastic Four and Ben saw that the robots were similar to the one that Ben had destroyed in front of the Baxter Building. "I... hate... robots..." Ben said, his voice shaking with annoyance and rage. "Feeling's mutual," Susan Storm said as she stood next to him. However, these robots looked different. Instead of the maroon color of the other robot, these had silver bodies with black eyes, arms, and legs. They also appeared to have multiple weapons on their chests, shoulders, and arms.

Ben turned to Cap. "Truce?" he asked, holding out his hand. Cap shook his hand and said "For now." With that, the second battle began. As Ben was about to make the first attack, he was tackled by a flying form. As he was rising into the air, he saw that he was being carried by some kind of robot. "Again: I HATE ROBOTS!" he yelled as he lifted his fist and brought it down on the robot's head like a hammer. It caused a small dent, but not much else. The robot chuckled a little as it threw him into an area away from the battle. Ben hit the ground hard, and only stopped when he slammed into a tree.

The robot landed a few yards away, and Ben managed to see its female shape and sharp claws and blades. "Okay. Let's try this again," Ben muttered as he stood up. He lifted his hands up and lit them on fire. _I hope the others are doing better than I am_, he thought to himself as he leapt forward.  
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_Hope Ben's doing better than we are, _thought Kevin as he dodged another laser blast from the robot he was facing. He looked at the armored Diamondhead guy and shouted "You're the alien here! How do we kill these things?!" The alien shook his head and said "I don't know! These are new!" Kevin groaned in annoyance as he dodged another blast. The robots had managed to split up the teams, leaving only a few people to a robot.

Wolverine growled as he took another blast, leaving most of his skin gone and his adamantium bones open to the world. "That is so wrong," Iron Man muttered as he took shots at three robots from the air. Thor and Jean Grey were still out cold, leaving two of the heaviest hitters out of the battle.

Kevin then saw the crystal alien pull out a rectangular green item and tossed it to the ground. But it never made contact. Instead it just floated there, even as the big guy climbed on it. He saw Kevin's expression and said "Hoverboard." Kevin remained speechless as the alien took off into the air.  
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Blurr was watching the battle from a distance, looking for Sixsix or Kraab. "Where are you?" he muttered to himself as he darted to another vantage point. He was starting to get annoyed. This wasn't like Kraab or Sixsix. They normally liked to get into the fight and do the most damage. As Blurr took off, he ran into something that was moving as fast as he was, and the two speedsters collided and landed on the ground. "What the hell?!" a female voice said as Blurr looked up.

She looked just like him. And as she laid her eyes on him, she realized that too. Helen struggled for words, but none came. Blurr stood up, and managed to say "Helen..." before a large explosion knocked him aside. Blurr looked up and saw Helen being held by a large claw. "Let her go, Kraab!" Blurr yelled, furious. Kraab chuckled and said "Blurr? You have a daughter? Well, I'm sure you can catch up in the afterlife." With those words, Kraab began to crush Helen with his claw. "NO!" Blurr yelled as he charged forward, delivering multiple kicks to Kraab's face in seconds.

Kraab was pushed back and dropped Helen, Blurr catching her and running off. Kraab saw the trail of dust and muttered "The hunt just got a lot more interesting."  
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Sixsix was watching the battle from the air. Under his helmet, a look of amusement crossed his face. However, his stealth function on the armor allowed him to be invisible to the naked eye. It didn't work on Tetrax, apparently. Sixsix saw the laser blast flying towards him, and he barely managed to dodge it. Tetrax flew to the same height on his hoverboard, his blaster still smoking. "Been a long time, Sixsix. How's the arm?" he said with a cocky grin on his face. Sixsix growled in anger. The last time they had fought, Tetrax had stabbed him in the arm with a diamond shard.

Sixsix turned off his cloaking and pulled his arms up. Tetrax crossed his arms in a defensive motion as Sixsix fired multiple energy blasts from his gauntlets. When Sixsix saw that the blasts weren't doing damage, he stopped firing. Tetrax lowered his arms and said "Like the new armor? It's made of vibranium!" Sixsix muttered something underneath his breath and charged forward, something Tetrax hadn't seen coming.

As Sixsix collided with him, Tetrax lost his blaster, which fell to the ground below. Luckily, he managed to stay on his hoverboard and stop Sixsix's assault. He then sharpened his arms (his armor allowed him to still use his diamond body) and stabbed Sixsix's jetpack before throwing him to the ground. Tetrax looked around from his high view point and muttered "That's the third blaster this month."  
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But while these private battles were occurring, the big one was going badly. The heroes weren't doing any damage, except for Wolverine. But because his foot-long claws were up against seven robots who were about thirty-feet tall, the effect was minimal.

"How do we kill these bastards?!" Cyclops yelled as he fired a blast at a robot's eye. The robot responded by lifting up its hand and firing a blast back. Cyclops barely managed to dodge, and Storm sent a lightning bolt right back at it, which went just as well as Cyclops' blast.

Kevin, Manny, and Alan were all doing the best they could do against their robot, but it kept standing. Manny even managed to knock it off balance by slamming into its small legs. It wasn't enough though. The robot fired some kind of purple sphere from a gun on its shoulder, and Kevin turned and pushed both Manny and Alan out of the way as the projectile struck him. There was a bright flash of light, and a large surge of energy. Alan and Manny turned and saw Kevin. Or what was left of him.

Kevin's shell was gone. So were his shirt, the lower parts of his jeans, and the skin on the left arm.. Alan and Manny watched in horror as Kevin fell to the ground. Whether he was alive or dead, they couldn't tell. What they did know, however, was that now it was personal.  
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Ben Tennyson was normally a patient individual, who liked to joke and could make friends with anybody. But, when he did get mad, bad things always happened. At this moment, his anger was the highest its been in a long time. He was taking swings on the evil android in front of him, but it/she kept dodging, and its weird slug-like eyes were glowing. Ben then lit his hand and threw a fireball at the robot. It threw its own hand forward, and the fireball died as it made contact with the robot's palm. Then it spoke. "**SPECIES IDENTIFIED: METHANOSIAN,**" it said in a female voice. "**ANALYZING WEAKNESSES,**" it said as it fired a laser blast at Ben's chest. It blew a hole in him, which automatically regenerated.

"**CONVENTIONAL WEAPONS APPEAR TO BE USELESS. SWITCHING TO ADVANCED WEAPONS,**" the female voice said again. Ben saw a hole open in the robot's chest, and what appeared to be an orange sphere the sie of a soccer ball inside. The orange ball shot out, and Ben just barely dodged it. The sphere then stopped in mid-air. Ben turned and saw the sphere shoot back at him. He dodged again, but the sphere stopped and followed him again. Ben knew if that sphere touched him, he was dead. So, he did the smart thing: He ran as fast as he could toward the battlefield, where the heroes were in desperate need of help.  
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Susan Storm's force field couldn't last much longer. Her nose was even starting to bleed. Wave after wave of missiles, lasers, and punches came from the large mech in front of her. Next to her feet were Johnny Storm, Iceman, and the girl with the weird spiky hair. Dazzler, Sue thought her name was. Anyway, the mech shot another blast at her force field, and that was it. Sue fell to her knees as her last line of defense was shattered. The mech lifted its hand, but before it could finish her off, a voice yelled "Over here, jumbo!" The robot turned, as did Sue. Running towards them was Swampfire, and he had a mischievous smile on his face.

The robot took a step forward, and Ben leaped into the air, landing on the mech's face. "Don't blink," Ben said as he jumped away. The robot then saw the orange sphere flying towards it. It was too late, however. The sphere hit the robot, and then there was a series of the explosions as the robot began disintegrating until nothing remained. Ben sighed in relief as she fell onto her hands. She saw a pair of giant green feet approaching, and looked up. "Thanks kid. That's two I owe ya," Sue said as she struggled to get up. Ben put his hands on her arms and assisted her. "My job," he said simply. She nodded and said "Well, that's one down." Ben shrugged and said "Yeah, but that was lucky. I didn't know if that would work."

Sue was about to say something until she saw something land behind Ben. Some kind of female robot thing. Ben turned and saw that damned robot was back. "**FUSION SPHERE HAS FAILED. SWITCHING STRATEGIES,**" it said as it flew forward in a move that caught Ben off-guard, slamming him into a tree. It then turned and flew toward Sue, who put up a force field that the android crashed into. The droid looked at the force field, but before it could analyze the shield, a pair of hands grabbed its neck. Ben then turned and slammed the android into the ground before throwing a barrage of fireballs. The female robot was hit repeatedly and knocked back with each blast.

"I've got this. You get to safety with the others," Ben said as he leaped after the deadly droid. Sue then put a force field under her three companions and carried them away. "Good luck kid," she muttered to herself as she listened to the sounds of explosions in the distance.  
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Sixsix cursed at Tetrax as he threw more grenades at the crystal goliath. They didn't work of course, but Sixsix had no other ideas. Neither fighter could overcome the other, and both of them were growing weary. "Give it up Sixsix. These humans beat the Chitauri. Your mechs aren't gonna do much better," Tetrax said. Sixsix chuxkled under his helmet and said something in his language. Tetrax frowned as he said "You don't have to get personal." Tetrax then heard the familiar sound of machinery behind him. He turned and saw the other bounty hunter he was looking for. "Kraab. Still ugly as ever I see," Tetrax said as he prepared for an attack.

Kraab chuckled and said "I could say the same, Tetrax. You know, we just did a bounty on a Petrosapien last week. She was almost as tough as you." Tetrax growled as he sharpened his hands. "Oh, did I touch a nerve? It's not like Petrosapiens are endangered, right? It's not like you don't have a homeworld, right?" Kraab said as he lifted his pincer. Tetrax was starting to get really mad now. "Oh come on, Tetrax. Don't give me that look. You don't kill, remember? Why should I be afraid of you?" Kraab said as he snapped his pincer in a "bring it on" fashion. Tetrax gave a dark grin. "I'll tell you why. See, I had an epiphany yesterday: I don't kill _living _things. You're barely a living thing, Kraab," he said.

Kraab realized what Tetrax meant, but he was too late. A large diamond spike erupted from the ground and stabbed Kraab right through the back. "I... Hate... This... Planet..." Kraab said with his last breath. His eyes shut down, and he was gone. Tetrax turned to Sixsix. "I can't kill you, though," Tetrax said, a hint of disappointment in his voice.

Sixsix's roar of rage was heard across the battlefield.  
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A man in a watched the battle from the top of a building. The man had black hair, and he was wearing a white shirt and tie under a sweater-vest. He also had black pants and shoes, with a labcoat on and a pair of lab goggles around his neck. "This battle is far more epic than I anticipated," he said. Behind him a voice said "Never underestimate the epicness of a good battle." The man turned around and said "'Epicness' is not a word." The boy he was looking at chuckled and said "What do I care?" Not like I'm gonna get a job in writing. Or a job at all."

The man shook his head and said "You know Clay, you should be a little more cheerful. Remember what happened last time you got depressed?" The creepy boy in front of him, with his dark brown hair, black jeans, and black hooded jacket, just shrugged and said "Hey, at least I got to kill Jack the Ripper." The man in the labcoat turned back to the battle at hand. "I already know how this battle will turn out, but should we tell Ben about his grandparents? He needs to know."

Clay shook his head and said "No, not yet. When the time comes, we'll tell him. But for now, let's just enjoy the show." As he said this, a large fireball flew from the trees and exploded in the air.  
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**Okay, I'm sorry to say this, but this is a two-parter. It's too long to be just one chapter, but I hope to have the second part up within the week. And I must once again apologize for the wait. I'm an advanced sophomore in high school with honors and AP classes, not to mention my Tae Kwon Do and all the chores I do. **

**But I'll get that chapter up soon. In the meantime, feed me some ideas. My main idea guy broke his arm trying to be a ninja (don't ask) and is hard to get ahold of at the moment. Any Ben 10 people to introduce? Any aliens to put on or take off the Omnitrix? Any relationships for Ben? And I'm thinking of putting Gwen and Grandpa Max in. Some feedback, please?**


	14. Robot Slaughterfest

**Okay, now I'm going to finish the first "saga" of this story. Just remember to read and review, and I'm always up for fresh ideas.  
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Rogue was having a tough time here. She was useless in this fight, as her powers didn't work on machinery. She was dodging blasts from the mech in front of her, but barely. Parts of her outfit were sliced off by blasts, but luckily there wasn't anything revealing. As the mech prepared to fire a missile at her, Colossus ran in front of her. The missile fired and struck the metal man, but it didn't do any damage. "Damn these robots," Colossus muttered as he ran forward to punch the mech in the leg.

Rogue looked around. Central Park was getting annihilated. Patches of grass were missing from laser blasts. Trees were broken into firewood and toothpicks, and the remains of park benches were everywhere. "I did not expect this when I said I'd help Ben," she muttered as she ran to find Wolverine.  
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Ben was having a difficult time of his own. He punched and kciked and threw fireballs at this freaking robot in front of him, but it didn't seem to be working. The robot was having the same difficulty, as Swampfire regenerated from every attack it threw at him. Hell, Ben's head had been blown apart four times, and he lost count of how many arms and legs he had lost. "This is getting boring," he muttered as he threw a kick at the robot's face. It sent the cyborg flying, but no physical damage was revealed.

"This bitch is harder than Wolverine's skeleton," Ben muttered as he lit up his hands and leaped into the air after the robot.  
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On the rooftop, Paradox and Clay were watching the battle with wonder. "I must say, they are determined," Paradox said as he checked his pocketwatch. Clay nodded and said "They aren't legends for nothing."

From their vantage point, they saw the six mechs fighting groups of heroes, similar to how the heroes were fighting each other not twenty minutes ago. Clay couldn't find Rogue, Angel, Blurr, or Helen, and Jean, Thor, Iceman, Human Torch, and Quicksilver were knocked out. Plus Kevin was nearly dead. So the battles went this way:

Mech Number 1 vs Manny, Alan, Shadowcat  
Mech Number 2 vs Scarlet Witch, Nightcrawler, Mr. Fantastic  
Mech Number 3 vs Colossus, Thing, Wolverine  
Mech Number 4 vs Cyclops, Spider-Man, Storm  
Mech Number 5 vs Iron Man, Cessily, Captain America  
Mech Number 6 vs Black Widow, Hawkeye, Nick Fury

Nothing was working on these robots. They might as well be made of adamantium. But the heroes, God bless them, refused to give up, using every trick in the book. Manny and Alan were attacking in true fury, trying to avenge Kevin. Kitty was trying to phase through it, but she couldn't reach anything important in the mech.

Mr. Fantastic was stretching his body to its outermost limits, trying to control a mech and stop its movements. He managed to stop it from lifting its arms, but it still had chest and shoulder blasters, which it used to fire at Wanda and Kurt, who started dodging. As Wanda was about to get hit, Kurt teleported in front of her, grabbed her wrist, and teleported them both behind some trees. "Thanks," Wanda said, recovering from the sudden teleportation. "Don't mention it. Can't you stop these things?" he asked as he kept an eye on Mr. Fantastic and Mech-2. Wanda crouched down and started moving her hands in a strange fashion. "Too many probabilities, too many equations," she said in frustration. "Keep working on it," Kurt said as he teleported back onto the mech, searching for weaknesses.

Colossus, Ben Grimm, and Wolverine were faring the best, actually managing to slow down the mech and break a few of its weapons. Wolverine was on its back, slicing small holes in it, trying to kill it from the inside. But the mech knew what he was doing and activated an electric charge throughout its mechanical body, sending Wolverine flying off and into the ground. Most of his body was fried, but it started healing immediately. Colossus and the Thing were leaping onto the robot in an effort to knock it over, but it was too strong.

Spider-Man, while a famous superhero, was not good at fighting thirty-foot robots. He actually tried the leg tie-up move from _The Empire Strikes Back_, only for the robot to break his webbing easily. "Damn you, George Lucas," he muttered as he web-pulled Cyclops out of the way of a blast. Cyclops shot back, severing two weapons and hitting the mech in the left eye. Storm, meanwhile, was shooting lightning bolts non-stop, which actually seemed to be working, as the mech WAS metal. As it looked like Storm would destroy it, the mech fired a blast from a shoulder cannon, hitting Storm in the chest and sending her falling. Spider-Man caught her in a web, but she was out cold.

Cessily was stretching her body until she looked like a tidal wave of liquid mercury. The only human part was Cessily's upper torso at the top of the wave, her hands increased to huge sizes with her fingers shaped like five foot long blades. She was doing pretty well against the mech while Cap and Iron Man looked for a weakness. "My scanners have picked up small ports near the arms," Iron Man said to Cap. Before Cap could issue orders, Tony said "They're small. Only Wasp could fit in there." Cap swore and muttered "Where is she?"

Cap turnd and saw that Hawkeye, Black Widow, and Fury were all out of commission, their mech standing over them with its blasters at the ready. "Tony, the others!" he shouted as he ran forward to cover Hawkeye and Fury with his shield. Iron Man managed to fly and grab Black Widow before a laser blast blew a crater where she was just laying. Cap held strong in protecting Hawkeye and Fury, the blast being absorbed by the vibranium in his shield.

"I'm starting to wish we had the Hulk here," Cap muttered.  
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Ben got knocked into another tree when he had an epiphany. "I can't beat her like this, but I know someone who can," he muttered as he hit the symbol on his chest. He reverted back to his human form, which was sore, but didn't have a scratch, cut, or bruise on it. He activated the watch as the robot flew at him. She struck him in the chest with her fist. He flew through two trees (try saying that five times fast) before landing near a pond. _Now _his body had a bruise.

Ben groaned in pain as he struggled to get up. He knew he was going to throw up any second now, but he didn't have time to vomit. He twisted the watch until he found the small form he had used in the warehouse. "Grey Matter, don't let me down," Ben said as he slapped down and the transformation began.

When the robot flew from the trees and the flash died down, Ben looked at himself. Black body, one eye, no legs...

"Ghostfreak? I wanted Grey Matter!" he said in that creepy voice. "Saying that out loud felt really weird," he muttered as he saw the robot prepare her arm cannons. Before he could say anything else, he felt a shiver run down his spine, and everything went black.  
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Sue Storm saw the green flash and ran toward it. She burst through the bushes, pushing her blonde hair out of the way, and saw the robot that Ben was fighting. It appeared to be aiming at something. Sue looked and saw some kind of black ghost thing with one purple eye. "Kid, look out!" she shouted as she prepared to put up a forcefield. But she couldn't. SHe lifted her arms and concentrated, but her forcefields refused to appear.

"What the hell?!" she said in alarm as the robot shot a blast at Ben. Sue watched it fly toward the ghost-like creature. Just as she thought he was dead, she saw the blast just stop in mid-air. The laser blast, which was disc-shaped, was frozen in mid-air two feet from Ben's face. The ghost waved its hand, and the disc of energy dispersed.

"**SPECIES IDENTIFIED: ECTONURITE**," the robot said in that cool female voice. "Not just any Ectonurite," Susan heard the ghost say in a creepy, raspy voice. "I am Zs'Skayr, High Lord of Anur Phaetos! Now, you will perish for attacking me," he continued before lifting his hands. The robot stiffened up before being slowly lifted into the air. The ghost's arms were moving in motion with the ascending robot. "Telekinesis," Sue muttered under her breath. It was then she realized that the ghost had been disabling her powers. "Why would he do that?" she muttered to herself.

The ghost then stopped lifting its arms, and the robot was hovering about twenty feet in the air. Then Ben closed his fists. The robot started to crumple like a tin can, its arms looking like aluminum tubes getting crushed by a truck tire. Ben shifted his arms slowly inward. In rsponse to this, the robot's form started to stretch inwards, becoming cube-shaped. The ghost clapped its hands together, and the robot contorted one last time before exploding.

Sue covered her eyes from the bright light the explosion created. She looked up and saw what looked like a tentacle in front of her face. She looked up and saw the ghost creature hovering above her. Sue felt fear gripping in her chest. What was Ben going to do to her?

"You tried to save my life," it said. In her paralyzed state, Sue only said "Yeah?" The ghost said "The reason I blocked your powers, was that I had to face the challenger myself. It is tradition." Sue hardly understood a word this thing was saying. What did it mean "tradition"?

"I will remember your deed. I owe you one favor," it said as the symbol on its chest started flashing red. BLEEP BLOP BLOP BLOP BLOOOOOOOOOOOOOOOWP *FLASH*. Sue covered her eyes from the red flash, and opened them to see Ben Tennyson standing there, a dazed look on his face. "What the hell happened?" he asked, rubbing his head, which was throbbing.

"I thought you could tell me," Sue said as Ben helped her to her feet. "Nope. I transformed, and then I blacked out," he said, looking around. He saw the bits of robot scattered all over the place and said "At least that damn 'bot is dead." Sue nodded her head in agreement and said "We gotta go help the others. They won't last much longer."

Ben looked at his red Omnitrix and said "I won't be much help. This thing needs juice." Sue shrugged and asked "How long till it recharges?" Ben shrugged in return and said "I don't know. It only happened once before, and I fell asleep to let it recharge."

Sue sighed and rubbed her temples, saying "Either way, we gotta help them." Ben nodded and ran for the nearest mech, Sue behind him. _I hope no one's dead_, Ben muttered as he prayed for the Omnitrix to recharge quickly. Then he noticed something shiny in some nearby bushes.....  
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Tetrax was slammed into a park bench, his crystal body completely destroying the bench. He looked up and saw Sixsix break his hoverboard over his knee. "You're gonna pay for that," Tetrax growled as he sharpened his arms and jumped forward. Sixsix swiped with his fist and knocked Tetrax to the side.

"He's stronger than he was before," Tetrax muttered. He looked up. As Sixsix aimed a multiple of blasters at Tetrax's head, there was a bright flash. Tetrax closed his eyes, waiting for the sudden rush of death. It never came.

Tetrax looked up again and saw Sixsix lying on his stomach, unconscious. On his back was a large black spot that was smoking. Standing behind him was Ben Tennyson, Tetrax's blaster in his hand. "This yours?" Ben asked as he held out the blaster. Tetrax stood up and took the offered weapon. "Thanks, kid. Now let's go finish off those mechs," he said as he holstered his pistol. Ben nodded and followed Tetrax to the next mech.  
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Cap couldn't take much more of this. His arms were getting tired, and he couldn't keep protecting his downed teammates. Hell, even Tony was knocked out now, his armored body lying a couple feet away. Cap then felt another blast hit his shield, this one so powerful and fast that it sent his shield flying from his arm. As he closed his eyes, waiting for it all to end, his thoughts went back to Janet, his girlfriend.

The robot lifted its arm, and froze. Cap opened one eye and looked up. The mech appeared to be twitching, its arms flinging up and down, its eyes flashing red and black, before it started to fall. Cap grabbed Tony and Black Widow, for they were in the robot's landing zone, and ran for it. There was a loud _KRANG! _as the mech's body landed, smashing dirt and trees. Cap looked up at the mech to see if it was "dead". It didn't move, so that seemed an affirmative. Then Cap saw something fly from under the mech's arm.

The thing grew in size until Cap saw Janet Van Dyne standing in front of him. "I'm so glad you're okay!" she said as she embraced him in a hug. He returned it, a smile of relief on his face. "These robots did some damage huh?" Wasp asked as she released Cap and started to check her downed teammates.

"Yeah, they did. But at least we're starting to turn the tables on these metal bastards," Cap said as he spat out a mouthful of blood.  
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Cessily, the genius girl that she is, did almost exactly the same thing that Wasp did. She liquified herself and went under the robot's arms, inside its body, where she started destroying it from the inside. She severed wires, pulled gears, and slashed metal panels. After ten minutes of this, she climbed out away from the body as it fell apart.

As she returned her self to normal size, she heard a voice behind her say "Not bad for a girl." Cessily turned and saw Ben, the diamond guy behind him. Cessily smiled and gave Ben a high five, saying "At least I got one. How many did _you _get?" Ben chuckled and said "None. But I got a cool watch." Then from Cessily's right came Captain America and Wasp.

"Where were you this whole time?" Ben asked Wasp in a somewhat annoyed tone. She looked slightly offended and said "I was analyzing the situation. I couldn't attack these things head-on!" Ben shook his head and said "Never mind that. We gotta regroup whoever's left and knock the robot's off one at a time." Nodding, they all split up to find the others.  
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Ben found Wolverine and Colossus fighting their mech, Ben Grimm knocked under a pile of trees. "Tennyson! Any ideas on how to beat this thing?!" Logan shouted as he slashed at the mech's legs, barely causing damage.

Ben had to think fast. He knew they had to regroup, but he also knew that the mech would kill them before they got away. Ben considered everything around them. Then he remembered something he thought of a year ago.

"Logan! Remember that move I told you about?!" Ben shouted. "The Fastball Special?! What about it?!" Logan shouted back right before he was kicked aside by the mech's torn-up leg. Ben ran toward Colossus and said "Throw Wolverine at its head!"

"Are you crazy?!" Colossus replied, looking angry. "Trust me! It'll work," Ben said as he ran toward cover. He couldn't survive a blast like these two X-Men could. Wolverine walked up to Colossus and said "You heard the man." Colossus was about to protest until he saw the mech raise its hand, ready to blow them away. Colossus quickly grabbed Logan's collar and waistline and threw him at the mech's head. It was a good throw, as Colossus's strength plus Logan's adamantium claws let Wolverine blow right through the mech's head, coming out the other side and crashing into some bushes.

The mech toppled over just like its two brothers before it. "I can't believe that worked," Colossus said, looking at the metal corpse. Wolverine walked up, cracking his neck and said "That kid always comes through."  
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Ben, Wasp, Cap, Tetrax, and Sue managed to get everyone together into one group to surround the three remaining mechs, who seemed to know that they didn't stand a chance. The three mechs stood back-to-back-to-back with each other, facing the surrounding heroes. The heroes were about to attack when the three mechs stuck out their arms in all directions, aiming everywhere the heroes were.

The arm cannons started glowing, and the mechs' arms started vibrating. "My God, they're building up power into one final blast," Reed Richards said in horror. Ben looked around for any solution. He spotted Thor lying on the ground, still unconscious. "That'll work," he muttered as he ran over.

Sue Storm put up a forcefield around the mechs to try and contain the blast, but the effort was too much for her. She didn't have enough stamina left to cover all three mechs. "It's over," Tetrax said in a sad voice. Well, more like a depressed voice. But a more cheerful voice behind him said "Yes, it is."

Out of the sky came a large lightning bolt that struck all three mechs at the same time. Everyone had to look away, for the light was too intense. When the light died down, everyone saw the three mechs were blown apart, their junked pieces lying all over the place. All heads turned and saw Ben Tennyson with his hand over his head, Thor's hammer Mjolnir clenched in his fist. "That was cool," Ben said.  
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Manny and Alan were the ones who had to carry the bad news. When Ben heard about Kevin, he immediately ran for his old friend. He found him, bleeding and close to death. "Oh $#!%," Ben said as he saw Kevin's arm. Ben could see the _muscle_.

"Relax, I got this," Tetrax said as he ran forward. He pulled out some kind of capsule and jammed it into Kevin's arm. Ben stared as Kevin's arm seemed to grow new flesh, the red slowly disappearing. In a few seconds, Kevin's arm was back to normal, and his eyes opened slightly. "Did we win?" he asked weakly. Ben fell back and started laughing with relief. At that moment, the Omnitrix turned green again.  
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So everything in that chaotic day ended pretty much peacefully. There were far too many heroes left to keep fighting, so a truce was made: In two days, after S.H.I.E.L.D. healed up all the injured fighters, Ben would go to the Triskelion peacefully. Cap promised Ben no jail cells. Instead, the Ultimates would talk with Fury over Ben's future. Ben was no longer a fugitive.

"What about him?" Ben asked, nodding his head in Tetrax's direction. Tetrax spoke up "I'm here to protect the Omnitrix. I must talk with you about it. And the dangers of carrying that device."

In return, Ben's gang were free, as were the X-Men. Spider-Man kept complaining about his bruises, but no one really minded. As everyone was about to head out, Cap asked Ben "What did you do with Osborn anyway?" Ben looked up, then grinned mischievously.  
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Norman Osborn woke up then, his head throbbing hard. "Feels like a hangover," he muttered as he looked around. He saw that he was above a river, and his "genius" mind deduced that he was under the Brooklyn Bridge, suspended by white fluid-like stuff... Webbing from Spider-Man? Next to his head was a sticky note. He looked and saw that it read "You've just had your ass handed to you by Your Friendly Neighborhood Spidermonkey!"

In Peter Parker's house, Gwen Stacy cocked her head. For a second there, she thought she heard someone yelling in fury. She shrugged and went back to her science homework.  
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**Finally, this chapter is up! I feel like I rushed it at the end, but I think it went well. Next chapter has more character development than action, but that's what ch.16 is for. Now that the first part of this story is over, I need your help in a few ideas:**

**1. If I should fuse Chromastone and Diamondhead like in "Vengeance of Vilgax".**

**2. Any more aliens to add in the future (don't say Alien X, that's a special surprise).**

**3. Ben's relationships. Like I said before, who should be Ben's girl. I have an idea in mind, but it's kind of tragic.**

**4. Any Ben 10 villains to put in there. Animo, Hex, Darkstar, the Forever Knights?**

**5. And finally, if I should put the Highbreed in there somewhere. It won't be anytime soon if you say yes, though.**

**Okay, just remember, I can't do this alone. And any other ideas are welcome. Now stay tuned, 'cause things are getting good.**


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